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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                  1))

Filed by the Registrantýx

Filed by a Party other than the Registranto¨

Check the appropriate box:

o¨

Preliminary Proxy Statement

o¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ýx

Definitive Proxy Statement

o¨

Definitive Additional Materials

o¨

Soliciting Material under §240.14a-12

 

IAC/InterActiveCorpMatch Group, Inc.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ýx

No fee required.

o
 

¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)

Title of each class of securities to which transaction applies:

  (2)
 (2)

Aggregate number of securities to which transaction applies:

  (3)
 (3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  (4)
 (4)

Proposed maximum aggregate value of transaction:

  
(5)

Total fee paid:

 Total fee paid:
 

o¨

Fee paid previously with preliminary materials.

o¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
(1)
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Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Filing Party:

  
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Date Filed:

 Date Filed:
 

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LOGO

May 10, 2017

April 30, 2021

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of IAC/InterActiveCorp,Match Group, Inc., which will be held on Wednesday,Tuesday, June 21, 2017,15, 2021, at 9:4:00 a.m.p.m., local time. This year'sEastern Time. The Annual Meeting will be a completely virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IACI2017MTCH2021. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders that might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world.

 

At the Annual Meeting, stockholders will be asked to: (1) elect twelvethree directors, (2) vote on two advisory proposals regarding executive compensationapprove the Match Group, Inc. 2021 Global Employee Stock Purchase Plan and (3) ratify the appointment of Ernst & Young as IAC'sMatch Group’s independent registered public accounting firm for the 20172021 fiscal year. IAC'sMatch Group’s Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of IACMatch Group and its stockholders and recommends a vote consistent with the Board'sBoard’s recommendation for each proposal.

 

It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.

 Sincerely,

 

GRAPHIC

 Barry DillerSharmistha Dubey
Chairman and SeniorChief Executive Officer

 

555 WEST 18TH STREET NEW YORK, NEW YORK 10011 212.314.73008750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75231 214.576.9352 www.iac.comwww.mtch.com

Table of ContentsMATCH GROUP, INC.

IAC/INTERACTIVECORP
555 West 18th Street
New York, New York 100118750 North Central Expressway, Suite 1400

Dallas, Texas 75231

NOTICE OF 20172021 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

        IAC/InterActiveCorp ("IAC"Match Group, Inc. (“Match Group”) is making this proxy statement available to holders of our common stock and Class B common stock in connection with the solicitation of proxies by IAC'sMatch Group’s Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday,Tuesday, June 21, 2017,15, 2021, at 9:4:00 a.m.p.m., local time. This year'sEastern Time. The Annual Meeting will be a completely virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IACI2017MTCH2021. At the Annual Meeting, stockholders will be asked to:

        IAC'sMatch Group’s Board of Directors has set April 27, 201716, 2021 as the record date for the Annual Meeting. This means that holders of record of our common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2020 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2017MTCH2021, you will need the 16-digitsixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

 By order of the Board of Directors,

 

GRAPHIC
 Gregg WiniarskiJared F. Sine
Executive Vice President,
General CounselChief Business Affairs and Legal Officer and Secretary

April 30, 2021

May 10, 2017

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PROXY STATEMENT

TABLE OF CONTENTS

Section
Section
Page
Number

Questions and Answers About the Annual Meeting and Voting

  1

Proposal 1—ElectionSeparation of Directors

Match Group and IAC		  75

Proposal and Required Vote

1—Election of Directors		  75
Proposal and Required Vote

Information Concerning Director Nominees

  75
Information Concerning Director Nominees and Other Members 6

Corporate Governance

8
The Board and Board Committees11
Proposal 2—Approval of the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the 2021 ESPP Proposal)  12
Summary of Material Provisions of the ESPP

The Board and Board Committees

  1412

Proposal 2—Advisory Vote on Executive Compensation (the "Say on Pay Vote")

16

Proposal 3—Advisory Vote on the Frequency of Holding the Say on Pay Vote

17

Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm

  17

Audit Committee Matters

  18

Audit Committee Report

  18

Fees Paid to Our Independent Registered Public Accounting Firm

  19

Audit and Non-Audit Services Pre-Approval Policy

  19

Information Concerning IACMatch Group Executive Officers Who Are Not Directors

  20

Compensation Discussion and Analysis

  21

Compensation and Human Resources Committee Report

  2825

Compensation Committee Interlocks and Insider Participation

  2825
Executive Compensation 26
Overview

Executive

26
2020 Summary Compensation

Table		26
Grants of Plan-Based Awards in 202027
Outstanding Equity Awards at 2020 Fiscal Year-End27
2020 Option Exercises and Stock Vested  29

Overview

29

Summary Compensation Table

29

Grants of Plan-Based Awards in 2016

31

Outstanding Equity Awards at 2016 Fiscal Year-End

32

2016 Option Exercises and Stock Vested

34

Estimated Potential Payments Upon Termination or Change in Control of IAC

  3429
CEO Pay Ratio

Equity Compensation Plan Information

  3831
Equity Compensation Plan Information

Director Compensation

  3932
Director Compensation 32

Security Ownership of Certain Beneficial Owners and Management

  4134

SectionDelinquent 16(a) Beneficial Ownership Reporting Compliance

Reports		  4436

Certain Relationships and Related Person Transactions

  4436

Review of Related Person Transactions

  4436

Relationships Involving Significant Stockholders Named Executives and Directors

  4436

Relationships Involving IAC and Expedia

Other Related Persons		  4538

Annual Reports

  4738

Stockholder Proposals and Director Nominees for Presentation at the 20182022 Annual Meeting

  4739
Householding

Householding

  4839

Notice of Internet Availability of Proxy Materials

  4839

Appendix A—Audit Committee Charter

  A-1

Appendix B��B—Compensation and Human Resources Committee Charter

  B-1

Appendix C—Nominating Committee Charter

  C-1
Appendix D—Match Group, Inc. 2021 Global Employee Stock Purchase Plan D-1

i

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PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:
Why did I receive a Notice of Internet Availability of Proxy Materials?

A:
In accordance with rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we once again have elected to deliver this proxy statement and our 2016 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2016 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

    Q:Why did I receive a Notice of Internet Availability of Proxy Materials?

    A:In accordance with rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2020 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the “Notice Process”). If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2020 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

    The Notice, our proxy materials and our 20162020 Annual Report on Form 10-K are being mailed on or about May 10, 2017April 30, 2021 to stockholders of record atas of the close of business on April 27, 201716, 2021 and this proxy statement and our 20162020 Annual Report on Form 10-K will be available atwww.proxyvote.com beginning on May 10, 2017.April 30, 2021. If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.

Q:
Can I vote my shares by filling out and returning the Notice?

A:
No. However, the Notice provides instructions on how to vote your shares before the date of the Annual Meeting by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card by mail, or by voting at the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2017.

Q:
How do I attend and participate in the Annual Meeting?

A:
To participate in the Annual Meeting, go towww.virtualshareholdermeeting.com/IACI2017 and enter the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.

Q:
Who is entitled to vote at the Annual Meeting?

A:
Holders of IAC common stock and Class B common stock at the close of business on April 27, 2017, the record date for the Annual Meeting established by IAC's Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

    Q:Can I vote my shares by filling out and returning the Notice?

    A:No. However, the Notice provides instructions on how to vote your shares: (i) before the date of the Annual Meeting by completing and submitting your proxy online or by phone, or by requesting and returning a written proxy card by mail, or (ii) by voting at the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021.

    Q:How do I participate in the Annual Meeting?

    A:To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

    Q:Who is entitled to vote at the Annual Meeting?

    A:Holders of common stock of Match Group, Inc. (“Match Group” or the “Company”) as of the close of business on April 16, 2021, the record date for the Annual Meeting established by Match Group’s Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

    At the close of business on April 27, 2017,16, 2021, there were 72,963,884270,148,970 shares of IAC common stock and 5,789,499 shares of Class BMatch Group common stock outstanding and entitled to vote. Holders of IACMatch Group common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.

Q:
What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:
If your IAC shares are registered in your name, you are a stockholder of record. If your IAC shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

Q:What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

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    You may examine a list of the stockholders of record at the close of business on April 27, 201716, 2021 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at IAC's corporate headquarters,our Dallas offices, located at 555 West 18th Street, New York, New York 10011.

Q:
What shares are included on the enclosed proxy card?

A:
If you are a stockholder of record only, you8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. This list will receive one proxy card from Broadridge for all IAC shares that you hold directly. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your IAC shares. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which your IAC shares are held.

Q:
What are the quorum requirements for the Annual Meeting?

A:
The presencealso be made available at the Annual Meeting in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and Class B common stockonline at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2017MTCH2021 will be considered to be attending such meeting in person for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the Annual Meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. Shares of IAC common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining..



Q:
What matters will IAC stockholders vote on at the Annual Meeting?

A:
IAC stockholders will vote on the following proposals:

•
Proposal 1—to elect twelve members of IAC's Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from IAC's Board of Directors);

•
Proposal 2—to hold an advisory vote on executive compensation (the "say on pay vote");

•
Proposal 3—to hold an advisory vote on the frequency of holding the say on pay vote in the future;

•
Proposal 4—to ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2017 fiscal year; and

•
Q:What are the quorum requirements for the Annual Meeting?

A:The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total voting power entitled to vote by holders of Match Group common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Q:What matters will Match Group stockholders vote on at the Annual Meeting?

A:Match Group stockholders will vote on the following proposals:

•Proposal 1—to elect three members of Match Group’s Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2024 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from Match Group’s Board of Directors);

•Proposal 2—to approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the “2021 ESPP Proposal”);

•Proposal 3—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year; and

to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.

Q:
What are my voting choices when voting for director nominees and what votes are required to elect director nominees to IAC's Board of Directors?

A:
You may vote in favor ofall director nominees, withhold votes as toall director nominees or vote in favor of and withhold votes as to specific director nominees.

    The election of each of Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von


    Q:What are my voting choices when voting for director nominees and what votes are required to elect director nominees to Match Group’s Board of Directors?

    Table of Contents

      A:You may vote in favor of a director nominee, against that director nominee or abstain from voting as to the director nominee.

      Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock and Class B common stock voting together as a single class (hereinafter referred to as IAC capital stock), with each share of common stock and Class B common stock representing the right to one and ten vote(s), respectively.

      The election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directorsour director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock voting as a separate class.

      The Board recommends that our stockholders voteFOR the election of each of the director nominees.

    Q:
    What are my voting choices when voting on the advisory say on pay proposal and what votes are required to approve the proposal?

    A:
    You may vote in favor of the advisory proposal, vote against the advisory proposal or abstain from voting on the advisory proposal.

      The approval, on an advisory basis, of the say on pay proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together. As an advisory vote,entitled to vote. Our bylaws provide that any incumbent nominee who does not receive the outcome is not binding uponvotes required for reelection, promptly tender their resignation, and that the Company.Board then decide, through a process managed by the Nominating Committee of the Board and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled meeting.

      The Board recommends athat our stockholders voteFOR the advisory vote on executive compensation.

    Q:
    What are my voting choices when voting onelection of each of the advisory proposal on the frequency of holding the say on pay vote and what votes are required to approve the frequency of holding the say on pay vote?

    A:
    You may vote in favor of holding the say on pay vote every year, every two years or every three years or abstain from voting on this advisory proposal.
      director nominees.

      Q:What are my voting choices when voting on the 2021 ESPP Proposal and what votes are required to approve this proposal?

      A:You may vote in favor of the 2021 ESPP Proposal, vote against the 2021 ESPP Proposal or abstain from voting on the 2021 ESPP Proposal.

      The approval on an advisory basis, of the frequency of holding the say on pay vote in the future2021 ESPP Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation asentitled to the frequency of holding future say on pay votes.vote.

      As an advisory vote, the votes cast in connection with this proposal are not binding upon the Company. While the Board is making a recommendation with respect to this proposal, IAC stockholders are being asked to vote for one of the choices specified above, and not whether they agree or disagree with the Board's recommendation.

      The Board recommends athat our stockholders vote for holdingFOR the say on pay vote onceEVERY THREE YEARS at IAC's Annual Meeting of Stockholders.2021 ESPP Proposal.

    Q:
    What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2017 fiscal year and what votes are required to ratify such appointment?


    A:
    You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.
      Q:What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year and what votes are required to ratify this appointment?

      A:You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.

      The ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the 20172021 fiscal year requires the affirmative vote of the holders of a majority of


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      Q:
      Could other matters be decided at the Annual Meeting?

      A:
      As of the date of this proxy statement, the Company did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.
      Q:
      What do I need to do now to vote at the Annual Meeting?

      A:
      IAC's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares before the date of the Annual Meeting in any of three ways:

      •
      Submitting a proxy online:  Submit your proxy online. The website for online proxy voting iswww.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 20, 2017;

      •
      Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 20, 2017; or

      •
      Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
      Q:
      If I hold my IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?

      A:
      If you hold shares of IAC common stock in street name, you must provide your broker, bank or other nominee with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of item being considered for a vote.

      Q:If I hold my Match Group shares in street name, will my broker, bank or other holder of record vote these shares for me?

      A:If you hold your Match Group shares in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of item being considered for a vote.

      Table of Contents

      Q:
      What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

      A:
      Abstentions and broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting (the two advisory proposals related to executive compensation and the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting (the election of directors). Broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting.

      Q:
      Can I change my vote or revoke my proxy?

      A:
      Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by:

      •

      Q:What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

      A:Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting, including the election of directors, the 2021 ESPP proposal and the auditor ratification proposal. Shares represented by broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting.

      Q:Can I change my vote or revoke my proxy?

      A:Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by:

      submitting a later-dated proxy relating to the same shares online, by telephone or by mail beforeprior to the date ofvote at the Annual Meeting;

      •

      delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

      •
      participating in the Annual Meeting and voting online at that time atwww.virtualshareholdermeeting.com/IACI2017 (although virtual attendance at the Annual Meeting will not, by itself, revoke a proxy).

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      Q:
      What if I do not specify a choice for a matter when returning a proxy?

      A:
      If you do not give specific instructions, proxies that are signed and returned will be votedFOR the election of all director nominees, consistent with the Board's recommendations in the case of the two advisory proposals related to executive compensation andFOR the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2017 fiscal year.

      Q:
      How are proxies solicited and who bears the related costs?

      A:
      IAC

      Q:Who can attend the Annual Meeting, and what are the rules for admission at the meeting?

      A:Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

      Q:What if I do not specify a choice for a matter when returning a proxy?

      A:If you do not give specific instructions, proxies that are signed and returned will be voted FOR the election of all director nominees, the 2021 ESPP Proposal and the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year.

      Q:How are proxies solicited and who bears the related costs?

      A:Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, e-mail, letter, facsimile or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.

      Q:What should I do if I have questions regarding the Annual Meeting?

      A:If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 and vote at that time or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investors Relations at IR@match.com.

      SEPARATION OF MATCH GROUP AND IAC

      On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of New Match Group from New IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, Inc., formerly known as IAC/InterActiveCorp (“New Match Group”), which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“New IAC”), consisting of Former IAC’s businesses other than New Match Group (the “Separation”). As part of, or in connection with, the solicitationSeparation, effective June 30, 2020, (i) Former Match Group merged with and into a wholly-owned subsidiary of proxies. In addition to solicitations by mail, directors, officersFormer IAC, (ii) Former Match Group stockholders (other than Former IAC) and employeesFormer IAC stockholders became stockholders of IAC may solicit proxies from stockholders by telephone, e-mail letter, facsimile or in person.

      Q:
      What should I do if I have questions about the Annual Meeting?

      A:
      If you have any questions about the Annual Meeting, the various proposals to be voted on at the Annual Meeting and/or how to participate in the Annual Meeting online atwww.virtualsharesholdermeeting.com/IACI2017 and vote at that time or would like copies of anymembers of the documents referredboard of directors of Former IAC), (iv) the officers of Former Match Group were appointed as the officers New Match Group (replacing the officers of Former IAC) and (v) Former IAC changed its name to Match Group, Inc. As used in this proxy statement, contact(i) “Match Group,” “the Company,” “we,” “our,” “us” and similar terms refer to Former Match Group with respect to any period prior to the Separation and to New Match Group with respect to any period following the Separation and (ii) “IAC” refers to Former IAC Investor Relations at 1.212.314.7400 orir@iac.com.

      with respect to any period prior to the Separation and to New IAC with respect to any period following the Separation.

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      PROPOSAL 1—ELECTION OF DIRECTORS

      Proposal and Required Vote

       At

      The following nominees have been selected by the upcoming Annual Meeting, a boardNominating Committee of twelve directors will be elected,Match Group’s Board of Directors (the “Board”) and approved by the Board for submission to our stockholders, each to hold office untilserve a three-year term expiring at the next succeeding annual meeting of Match Group’s stockholders in 2024 or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from IAC's Board of Directors). the Board):

      Wendi Murdoch;

      Glenn Schiffman; and

      Pamela S. Seymon.

      Information concerning the director nominees, all of whom are incumbent directors of IAC and have been recommended by the Nominating Committee for re-election,Match Group, appears below. Although management does not anticipate that any of the persons named belowthese director nominees will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.Board upon recommendation of the Nominating Committee of the Board or the Board may reduce its size.

       

      The election of each of Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directorsour director nominees requires the affirmative vote of a pluralitymajority of the total numbervoting power of votes cast by the holders of shares of IAC capitalMatch Group common stock voting together as a single class.present at the Annual Meeting or represented by proxy and entitled to vote.

       

      The Board has designated Bryan Lourd, Alan G. Spoon and Richard F. Zannino as nominees for those positions on the Board to be elected by the holders of IAC common stock voting as a separate class. The election of each of them as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock voting as a separate class.

              Both the Nominating Committee and the full Board recommendrecommends that our stockholders voteFOR the election of all director nominees.


      Information Concerning Director Nominees
      and Other Board Members

       

      Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee (since the Separation) and the Board considered in connection with the nomination ofdetermining that each director nominee, all ofshould serve on the Board, and which the Nominating Committee and the Board believe provide the CompanyMatch Group with the perspective and judgment needed to guide, monitor and execute its strategies.

       

      Nominees for election at the Annual Meeting to a term expiring in 2024:

      Edgar Bronfman, Jr.Wendi Murdoch, age 61,52, has been a director of IAC (and its predecessors)Match Group since February 1998. Mr. BronfmanJune 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as co-founder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,000 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a Managing Partnerdirector, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Chinese and other Asian markets.

      Glenn H. Schiffman, age 51, has been a director of Accretive, LLC, a private equity firm,Match Group since 2014.September 2016. Mr. Bronfman previouslySchiffman has served as ChairmanExecutive Vice President and Chief Financial Officer of Warner MusicIAC since April 2016. Mr. Schiffman has also served as interim Chief Financial Officer of Angi Inc. (formerly known as ANGI Homeservices Inc.) since January 2021, a role he previously held from September 2017 to March 2019. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from AugustSeptember 2011 to January 2012.March 2013. Prior to this time,joining The Raine Group, Mr. BronfmanSchiffman served as Chief Executive OfficerCo-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and PresidentHead of Warner Music GroupInvestment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from JulyApril 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 to August 2011for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and as Chairman and Chief Executive Officer of Warner Music Group from March 2004 to July 2011. Mr. Bronfman also servedserves as a member of the board of directors of Warner Music Group from March 2004 to May 2013. Prior to joining Warner Music Group, Mr. Bronfman served as ChairmanDuke Children’s National Leadership Council. He is also the Founder and Chief Executive Officer of Lexa Partners LLC, which he founded, from April 2002. Mr. Bronfman was appointed Executive Vice Chairman of Vivendi Universal, S.A. in December 2000.the Valerie Fund Endowment and a member of the Valerie Fund’s Board of Advisors, the mission of both of which is to provide individualized care to children at medical centers close to home. He previously served on the Duke Health Board of Visitors from May 2008 until June 2019 and the Duke School of Medicine Board of Visitors from July 2019 until June 2020. Mr. Bronfman resigned from his position as an executive officer and Vice Chairman ofSchiffman has served on the board of directors of Vivendi Universal, S.A. in March 2002 and December 2003, respectively. Prior to December 2000, Mr. Bronfman served as President and Chief Executive Officer of The Seagram Company Ltd., a post he had heldANGI Homeservices Inc. since June 1994, and from 1989 to June 1994 he served as the President and Chief Operating Officer of Seagram.2017. In determining that Mr. Bronfman served as a member of the board of Accretive Health, Inc. from its initial public offering in 2010 through February 2016. In his not-for-profit affiliations, Mr. Bronfman serves as Chairman of the Board of Endeavor Global, Inc. and is currently a member of the Board of NYU Elaine A. and Kenneth G. Langone Medical Center and The Council on Foreign Relations. In nominating Mr. Bronfman, the Board considered his experience as a member of senior management of various public and global companies, which the Board believes gives him particular insight into business strategy and leadership, marketing, consumer branding and


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      international operations, as well as a high level of financial literacy and insight into the media and entertainment industries. The Board also considered Mr. Bronfman's private equity experience, which the Board believes gives him particular insight into investments in, and the development of, early stage companies.

      Chelsea Clinton, age 36, has been a director of IAC since September 2011. Since March 2013, Ms. Clinton has served as Vice Chair of the Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. Prior to assuming this role, Ms. Clinton served as a member of the board of directors of the Clinton Foundation from September 2011. Ms. Clinton has also served as a member of the board of directors of the Clinton Health Access Initiative since September 2011. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university's global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton has served as a member of the board of directors of Expedia, Inc. since March 2017. Ms. Clinton also currently serves on the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College and Clover Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. In nominating Ms. Clinton, the Board considered her broad public policy experience and keen intellectual acumen, which together the Board believes continue to bring a fresh and youthful perspective to IAC's businesses and initiatives.

      Barry Diller, age 75, has been a director and Chairman and Senior Executive of IAC since December 2010. Mr. Diller previously servedSchiffman should serve as a director, and Chairman and Chief Executive Officer of IAC (and its predecessors) from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia, Inc., which position he has held since August 2005. Prior to joining the Company, Mr. Diller was Chairman of the BoardNominating Committee and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as Chairman of the Board and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the Board and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) ("Live Nation") from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc. ("TripAdvisor") from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and has served as a special advisor to the Chief Executive Officer of TripAdvisor since April 2013. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and served as a member of the board of directors of Graham Holdings Company (formerly The Washington Post Company) from November 2013 to January 2017. In addition to his for-profit affiliations, Mr. Diller is a member of the Board of Councilors for the University of Southern California's School of Cinematic Arts and the Executive Board for the Medical Sciences of University of California, Los Angeles, among other not-for-profit affiliations. The Board nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief Executive Officer of the Company since 1995, and as a result, possesses a great depth of knowledge and experience regarding the Company and its businesses. In addition, the Board noted Mr. Diller's ability to exercise influence (subject to the Company's organizational documents and Delaware law) over the outcome of matters involving the Company that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all of shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock.


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      Michael D. Eisner, age 75, has been a director of IAC since March 2011. Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies ("Tornante"), since 2005. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products (from October 2007 to April 2013), and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms (from October 2009 to December 2014, when Tornante acquired that portion of Vuguru that it did not already own). Prior to founding Tornante, Mr. Eisner served as Chairman and Chief Executive Officer of The Walt Disney Company from 1984. In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The Aspen Institute, the Yale School of Architecture Dean's Council and The Eisner Foundation. In nominating Mr. Eisner, the Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The Board also considered Mr. Eisner's experience as the Chairman and Chief Executive Officer of The Walt Disney Company, which the Board believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries.

      Bonnie S. Hammer, age 66, has been a director of IAC since September 2014. Ms. Hammer has served as Chairman of NBCUniversal Cable Entertainment since February 2013. In this capacity, Ms. Hammer has executive oversight over a number of leading cable brands (USA Network, Syfy, E! Entertainment, Bravo, Oxygen, Sprout and Chiller), as well as Universal Cable Productions, which generates scripted content for cable and broadcast networks, and Wilshire Studios, which generates reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain leading cable brands (USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD), as well as Universal Cable Productions and Wilshire Studios. The networks led by Ms. Hammer are industry frontrunners, consistently generating innovative consumer social and digital experiences reflective of their brands. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that time, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served as a member of the board of directors of eBay, Inc. since January 2015 and also currently serves on the strategic planning committee for Boston University's College of Communication and as a member of The Board of Governors for the Motion Picture & Television Fund (MPTF) Foundation. In nominating Ms. Hammer, the Board considered her experience as the Chairman of NBCUniversal Cable Entertainment, as well as her prior roles with NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the Board believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding.

      Victor A. Kaufman, age 73, has been a director of IAC (and its predecessors) since December 1996 and has been Vice Chairman of IAC (and its predecessors) since October 1999. Mr. Kaufman also serves as Vice Chairman of Expedia, Inc., which position he has held since August 2005. Previously, Mr. Kaufman served in the Company's Office of the Chairman from January 1997 to November 1997 and as the Company's Chief Financial Officer from November 1997 to October 1999. Prior to joining the Company, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive


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      Officer of Tri-Star's successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. Mr. Kaufman also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010, and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. In nominating Mr. Kaufman, the Board considered the unique knowledge and experience regarding the CompanyMatch Group and its businesses that he has gained through his involvement with the Company in various roles since 1996,role as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

      Joseph Levin, age 37, has been a directorExecutive Vice President and Chief Executive Officer of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that builds, markets and delivers a wide range of consumer software products, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has served on the board of directors of Match Group, Inc. since October 2015 and Groupon, Inc. since March 2017 and served on the boards of directors of LendingTree, Inc. from August 2008 through November 2014 and The Active Network, beginning prior to its 2011 initial public offering through its sale in December 2013. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding the Company and its businesses that he has gained through his various roles with the Company since 2003, most recently his role as Chief ExecutiveFinancial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

      Bryan Lourd, age 56, has been a director of IAC since April 2005. Mr. Lourd has served as partner The Nominating Committee and Managing Director of Creative Artists Agency ("CAA") since October 1995. CAA is among the world's leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing. He is a graduate of the University of Southern California. In connection with the nomination of Mr. Lourd, the Board also considered his extensiveMr. Schiffman’s investment banking experience, as a principal of CAA, which the Nominating Committee and the Board believesbelieve gives him particular insight into business strategytrends in capital markets and leadership, as well as unique and specialized experience regarding the entertainment industry and marketing.

      David Rosenblatt, age 49, has been a director of IAC since December 2008. Mr. Rosenblatt currently serves as the Chief Executive Officer of 1stdibs.com, Inc., an online marketplace for design, including furniture, art, jewelry and fashion. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google's acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. Mr. Rosenblatt has also served as a member of the boards of directors of Twitter (since January 2011) and Narrative Science, Inc., a leading provider of natural language communications technology that helps organizations analyze and transform data into narrative reports (since April 2010). In connection with the nomination of Mr. Rosenblatt, the Board considered his


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      extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with DoubleClick, Google and 1stdibs.com, Inc., which the Board believes give him particular insight into business strategy and leadership, as well as a deep understanding of the internet sector.media industries.

       

      Alan G. SpoonPamela S. Seymon, age 65, has been a director of IAC (andMatch Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm (“WLRK”), from January 1989 to January 2011, and prior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In determining that Ms. Seymon should serve as a director, the Nominating Committee and the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions.


      Directors whose terms expire in 2022:

      Stephen Bailey, age 41, has been a director of Match Group since June 2020. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. In determining that Mr. Bailey should serve as a director, the Board considered his extensive executive management experience, which the Board believes gives him insight into business strategy, leadership and marketing.

      Melissa Brenner, age 46, has been a director of Match Group since June 2020. Since January 2018, Ms. Brenner has served as Executive Vice President, Digital Media for the National Basketball Association, where she leads the development, oversight and implementation of the NBA’s global digital strategy and social media portfolio across multiple media platforms. Under her leadership, the NBA has built one of the largest social media communities in the world. Ms. Brenner also oversees the league’s digital products and emerging technology initiatives, including machine learning as well as augmented and virtual reality. Ms. Brenner has held positions of increasing responsibility with the NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2007 to January 2013. In determining that Ms. Brenner should serve as a director, the Board considered her extensive marketing and executive management expertise as well as her experience in social media and digital products.

      Ryan Reynolds, age 44, has been a director of Match Group since June 2020. Mr. Reynolds is an actor, comedian, film and television producer, screenwriter, and marketing consultant. He began his acting career in 1991, has been nominated for Golden Globe and Grammy awards, and has won several awards throughout his career, including MTV Movie Awards and People’s Choice Awards. Mr. Reynolds is also a co-founder of marketing agency Maximum Effort Productions and was named to AdWeek’s Creative 100 List, which honors the most creative people across advertising, marketing and television. In determining that Mr. Reynolds should serve as a director, the Board considered his extensive marketing experience in multiple industries, which the Board believes will bring a valuable perspective to Match Group’s strategies to attract and retain users across its predecessors)portfolio.

      Alan G. Spoon, age 69, has been a director of Match Group since February 2003.November 2015. Mr. Spoon has served as General Partner and Partner Emeritus of Polaris Partners since January 2015 andfrom 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the board of directors of IAC (and its predecessors) since February 2003, Danaher Corporation since July 1999, CableOne since July 2015 and Match Group, Inc. since November 2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its ExecutiveRisk and Audit Committee), where he. He also serves as a member of the board of directors of edX, (ana not-for-profit online education platform).platform sponsored by Harvard and the MIT Corporation. In nominatingdetermining that Mr. Spoon should serve as a director, the Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry. The Board also considered Mr. Spoon's private equitySpoon’s venture capital experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

       

      Directors whose terms expire in 2023:

      Alexander von FurstenbergSharmistha Dubey, age 47,50, has served as Chief Executive Officer of Match Group since March 2020 and as a director of Match Group since September 2019. Ms. Dubey served as President of Match Group from January 2018 to March 2020. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served a director of Fortive Corporation since August 2020. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Board considered her position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.


      Joseph Levin, age 41, has been Executive Chairman of the Board of Match Group since June 2020, prior to that he served as Chairman of the Board of Match Group since December 2017, and he has served a director of Match Group since October 2015. In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Board effective May 31, 2021. Mr. Levin will remain as a member of the Board. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that creates leading desktop applications, browser extensions and desktop software, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of IAC, Angi Inc.(formerly known as ANGI Homeservices Inc.) and MGM Resorts International since June 2015, September 2017 and August 2020, respectively, and currently serves as Chairman of the board of Angi Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In determining that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

      Ann L. McDaniel, age 65, has been a director of IACMatch Group since December 2008. Mr. von Furstenberg2015. Ms. McDaniel currently serves as Chief Investment Officera consultant to Graham Holdings Company and previously served as Senior Vice President of Ranger Global Advisors, LLC, a family office focused on value-based investing ("Ranger"), which he founded inGraham Holdings Company (and its predecessor companies) from June 2011.2008 to April 2015. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where hethat time, Ms. McDaniel served as Co-Managing Member and Chief Investment Officer since 2003. Mr. von Furstenberg hasVice President Human Resources of Graham Holdings Company from September 2001. Ms. McDaniel also served as memberManaging Director of the board of directors of Expedia,Newsweek, Inc. since December 2015, Liberty Expedia Holdings, Inc. since November 2016 and La Scogliera, an Italian financial holding company and bank, since December 2016, and served as a member of the board of directors of W.P. Stewart & Co. Ltd., a Bermuda based asset management firm, during the past five years. Since 2001, he has acted as Chief Investment Officer of Arrow Investments, Inc., the private investment officeGraham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC.time, held various editorial positions at Newsweek. In addition to the philanthropic work accomplished through his positiondetermining that Ms. McDaniel should serve as a director, of The Diller-von Furstenberg Family Foundation, Mr. von Furstenberg also serves on the board of directors of Friends of the High Line. In nominating Mr. von Furstenberg, the Board considered his private investment and public boardher extensive human resources experience, which the Board believes give himher particular insight into capital marketspersonnel and investment strategy,compensation matters, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller's stepson.her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.

       

      Richard F. ZanninoThomas J. McInerney, age 58,56, has been a director of IACMatch Group since June 2009. Since July 2009,November 2015. Effective upon Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also servesLevin’s resignation as a memberExecutive Chairman, Mr. McInerney will serve as Chairman of the firm's Investment Committee and as co-head of the firm's consumer retail investment efforts.Board. Mr. ZanninoMcInerney has also served as a member of the boards of directors of The Estée Lauder Companies, Inc. (since January 2010), Ollie's Bargain Outlet (since July 2015) and Francesca's Collections (during the past five years). Mr. Zannino previously served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and a member of the board of directors of Dow Jones & Company from February 2006successor company to December 2007, whenYahoo! Inc., since June 2017. Mr. Zannino resigned from these positions upon the acquisition of Dow


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      Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that timeMcInerney previously served as Executive Vice President and Chief Financial Officer of General SignalIAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which included HSN, Inc. and inCornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online CitySearch, Inc., a numberlive entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as Principal. Mr. McInerney has served on the board of executive capacities at Saks Fifth Avenue.directors of Altaba Inc. since June 2017. During the past five years, Mr. McInerney served on the boards of Yahoo! Inc., HSN, Inc., Cardlytics, Inc., and Interval Leisure Group. In his not-for-profit affiliations,determining that Mr. Zannino servesMcInerney should serve as a member of the Board of Trustees of Pace University. In connection with the nomination of Mr. Zannino,director, the Board considered his extensive public company managementsenior leadership experience which the Board believes gives him particular insight into business strategy, leadershipat IAC and marketing,his related knowledge and experience regarding Match Group, as well as ahis high level of financial literacy. The Board also considered Mr. Zannino's private equity experience, which the Board believes gives him particular insight into acquisitionliteracy and investment strategyexpertise regarding restructurings, mergers and financing.acquisitions and operations, and his public company board and committee experience.

      Corporate Governance

      Former Controlled Company Status. Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace Rules”). The Marketplace Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, group or another company, from certain requirements. Prior to the Separation, Former IAC controlled a majority of the voting power of Former Match Group capital stock. Based on 18,461,879 shares of Former Match Group common stock and 209,919,402 shares of Former Match Group Class B common stock outstanding immediately prior to the Separation, Former IAC beneficially owned equity securities of Former Match Group representing approximately 97.4% of the total voting power of Former Match Group capital stock. On this basis, Former Match Group relied on the exemption for controlled companies from certain Nasdaq requirements through the closing of the Separation on June 30, 2020, specifically, those that would have otherwise required that:

      a majority of Former Match Group’s Board of Directors consist of “independent” directors, as such term is defined in the Marketplace Rules (the “Majority Independent Board Requirement”); and

      Former Match Group have a nominating/governance committee comprised entirely of “independent” directors with a written charter addressing such committee’s purpose and responsibilities (the “Nominating Committee Requirement”).

      As of June 30, 2020, following the closing of the Separation, Match Group was not a controlled company and was required to comply with all of Nasdaq’s corporate governance requirements, including the Majority Independent Board Requirement and Nominating Committee Requirement. As discussed in further detail below, Match Group has been in compliance with each of the Majority Independent Board Requirement and Nominating Committee Requirement since the closing of the Separation.

      Board Leadership Structure.    The Company's Match Group’s business and affairs are overseen by its Board of Directors, which currently has twelveeleven members. There are threeis one management representativesrepresentative on the Board and, of the nine remainingother ten current directors, eight are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating Committees, each comprised solely of independent directors, as well as an Executive Committee.directors. For more information regarding director independence and our Board Committees, see the discussion below under "Director Independence" beginning on page 13the headings Director Independence and The Board and Board Committees beginning on page 15.Committees. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and Senior Executive and Chief Executive Officer and have full access to CompanyMatch Group management at all times.

       Our

      Match Group’s independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We doThe Match Group Board does not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of ourthe Audit, Compensation and Human Resources, and Nominating Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by CompanyMatch Group management, as well as for recommending candidates for Board membership. At each regularly scheduled Board meeting, the Chairperson or other member of each of these committees (as and if applicable) provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.

       

      Mr. Diller currently servesLevin has served as both ourExecutive Chairman and Senior Executive and has held both positionsof the Board since the Separation (and prior to that served as Chairman of the Former Match Board of Directors since December 2010. Effective June 24, 2015, Mr. Levin assumed the role2017). The roles of Chairperson and Chief Executive Officer of IAC. This leadership change provides the Company with the benefit of Mr. Diller's continued oversightare currently separated in recognition of the Company's strategic goals and vision, coupled withdifferences between the benefittwo roles. We believe that it is in the best interests of our stockholders for the Board to make a full-timedetermination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer, dedicated to focusingbased on the day-to-day managementrelevant facts and continued growthcircumstances applicable at such time.

      In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Company and its operating businesses. At this time,Board, effective as of May 31, 2021. Mr. Levin will remain as a member of the Company believes that this leadership structure isBoard. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the most appropriate one for the Company and its stockholders.Board.

      Risk Oversight.    Company Match Group management is responsible for assessing and managing the Company'sMatch Group’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company managementManagement has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognizedMatch Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing Company management in the execution of its responsibilities and for


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      assessing the Company'sMatch Group’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and through discussions with Company management, as well as through the Board'sBoard’s Audit and Compensation and Human Resources Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. Information security is a key component of risk management at Match Group and our Chief Technology Officer briefs the Audit Committee each quarter, and the full Board as appropriate, on the Company’s information security program and its related priorities and controls. In addition, an overall review of risks is inherent in the Board'sBoard’s consideration of the Company'sCompany’s long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board'sBoard’s role in risk oversight of the Company is consistent with the Company'sMatch Group’s leadership structure, with the Chairman and Senior Executive, Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company'sCompany’s risk exposure, and the Board and its committees providing oversight in connection with thosethese efforts.


      Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of the Company'sMatch Group’s compensation policies and programs and the administration of these programs pose any material risks to the Company. The findings of any risk assessment are discussed with the Compensation and Human Resources Committee. Based upon our assessments, we believe that our compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.

      Hedging Policies and Practices. Match Group’s policy on securities trading provides that no director, officer or employee of Match Group and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward sale contracts (among others).

      Director Independence. Under the Marketplace Rules, of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Following these determinations, CompanyMatch Group management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board'sBoard’s prior independence determinations.

       

      In February 2017,March 2021, the Board determined that each of Mses. Brenner, McDaniel, Murdoch and Seymon and Messrs. Bronfman, Eisner, Lourd, Rosenblatt,Bailey, McInerney, Reynolds and Spoon and Zannino and Mses. Clinton and Hammer is independent. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, IACMatch Group and its businesses sell products and services to, purchase products and services from co-invest with, develop and produce projects with and/or make donations to entitiescompanies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by IACMatch Group and its businesses. No relationships or payments considered were determined to be of the type that would:would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of athe director.

       Of the remaining incumbent directors, Messrs. Diller, Kaufman and Levin are executive officers of the Company and Mr. von Furstenberg is Mr. Diller's stepson. Given these relationships, none of these directors is independent.

      In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have


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      also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee members and by the SEC, the Marketplace Rules and the Internal Revenue Service for compensation committee members.

      Director Nominations. The Nominating Committee of the Board identifies reviews and evaluates individuals qualified to become Board members and recommends candidates toof the Match Group Board. While there are no specific requirements for eligibility to serve as a director of IAC,Match Group, in evaluating candidates, the Nominating Committee will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of IAC,Match Group, whether the candidate'scandidate’s experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of IAC'sMatch Group’s stockholders. While the Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.

      The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date IACMatch Group has not received any such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to IAC, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director“Director Nominee Recommendation."” The letter must identify the author as a stockholder, provide a brief summary of the candidate'scandidate’s qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender'ssender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Executive Chairman, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with the entire Board. Any nominations for directors must comply with the requirements set forth in our bylaws.


      Communications with the IACMatch Group Board. Stockholders who wish to communicate with IAC'sthe Board of Directors or a particular director may send any such communication to IAC, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—“Stockholder—Board Communication"Communication” or "Stockholder—“Stockholder—Director Communication."” All such letters must identify the author as a stockholder, provide evidence of the sender'ssender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. TheMatch Group’s Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors’ duties and responsibilities may be excluded, including solicitations and advertisements.

      The Board and Board Committees

      The Board. The Board met five times and acted by written consent threeten times during 2016.2020. During 2016,2020, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served.served, other than Mr. Reynolds, who was unable to attend two Board meetings following his appointment to the Board on June 30, 2020. Directors are not required to attend annual meetings of IACMatch Group stockholders. One memberDue to the Separation, Match Group did not hold an annual meeting of the Board of Directors attended IAC's 2016 Annual Meeting of Stockholders.stockholders in 2020.

       

      The Board currently has fourthree standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating Committee and the Executive Committee.


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              Board Committees.    The following table sets forth the members of each Board committee and the number of meetings held by each such committee, and times that each such committee took action by written consent, during 2016. Unless otherwise indicated, each committee member identified below served in the capacities set forth in the table for all of 2016.

      Name
      		 Audit
      Committee      		 Compensation
      and Human
      Resources
      Committee      		 Nominating
      Committee      		 Executive
      Committee      		 

      Edgar Bronfman, Jr.(1). 

      		  —  —  X  X 

      Chelsea Clinton(1)

      		  —  —  —  — 

      Barry Diller

      		  —  —  —  X 

      Michael D. Eisner(1)

      		  —  —  X  — 

      Bonnie S. Hammer(1)

      		  —  Chair(2) —  — 

      Victor A. Kaufman

      		  —  —  —  X 

      Joseph Levin

      		  —  —  —  — 

      Bryan Lourd(1)

      		  X  —  —  — 

      David Rosenblatt(1)

      		  —  Chair(2) —  — 

      Alan G. Spoon(1)

      		  Chair  —  —  — 

      Alexander von Furstenberg

      		  —  —  —  — 

      Richard F. Zannino(1)

      		  X  —  —  — 

      Number of Meetings

      		  8  1  0  0 

      Number of Written Consents

      		  0  6  1  1 
      (1)
      Independent director.

      (2)
      Ms. Hammer has served as Chairperson of the Compensation and Human Resources Committee since June 2016 and Mr. Rosenblatt served as Chairperson of the Compensation and Human Resources Committee from June 2014 through May 2016.

      Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors, (i) have been Messrs. Bailey, McInerney and Spoon (Chairperson) since the Separation and (ii) were Ms. Seymon and Messrs. McInerney and Spoon (Chairperson) from January 1, 2020 through the Separation. The Audit Committee met nine times during 2020. The Audit Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which is attached as Appendix A to to this proxy statement. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in theits charter, which include monitoring: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial, information security and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, the Company'sitself, Match Group’s independent registered public accounting firm, the Company'sMatch Group’s internal audit function and CompanyMatch Group management. The formal report of the Audit Committee is set forth on page 18.under Audit Committee Matters—Audit Committee Report.

       

      The Board has previously concluded that Mr. Spoon is an "audit“audit committee financial expert,"” as such term is defined in applicable SEC rules, andas well as the Marketplace Rules.

      Compensation and Human Resources Committee. The members of Match Group’s Compensation and Human Resources Committee, all of whom are independent directors, (i) have been Mses. Brenner, McDaniel (Chairperson) and Seymon since the Separation and (ii) were Mses. McDaniel (Chairperson) and Seymon from January 1, 2020 through Separation. The Compensation and Human Resources Committee met six times during 2020. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which is attached as Appendix B to this proxy statement. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the Company'sMatch Group’s executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the CompanyMatch Group as they relate to the Company'saffect Match Group’s executive officers.officers and non-employee directors. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The


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      Compensation and Human Resources Committee may also delegate to one or more of the Company's executiveMatch Group’s officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on IAC'sMatch Group’s processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, CompanyMatch Group management and consultants, see the discussion under "CompensationCompensation Discussion and Analysis" generally beginning on page 21.Analysis. The formal report of the Compensation and Human Resources Committee is set forth on page 28.under Compensation Committee Report.


      Nominating Committee.Committee. The members of Match Group’s Nominating Committee, all of whom are independent directors, have been Mses. McDaniel and Murdoch and Mr. Spoon since the Separation. As discussed under Corporate Governance—Former Controlled Company Status, Match Group did not have a Nominating Committee prior to the Separation. The Nominating Committee did not meet during 2020. The Nominating Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which is attached as Appendix C to this proxy statement. The Nominating Committee is appointed by the Board to assist the Board by: (i) identifying, reviewingidentify and evaluatingevaluate individuals qualified to become Board members (ii) recommendingand to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary) and (iii) making recommendations with respect to the compensation and benefits of directors..

              Executive Committee.    The Executive Committee has all the power and authority of the Board of Directors of IAC, except those powers specifically reserved to the Board by Delaware law or IAC's organizational documents.


      PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATIONAPPROVAL OF THE MATCH GROUP, INC. 2021 GLOBAL EMPLOYEE STOCK PURCHASE PLAN (THE SAY ON PAY VOTE)
      2021 ESPP PROPOSAL)

       As required pursuant to Section 14 of the Exchange Act of 1934, as amended (the "Exchange Act"), we are seeking a non-binding advisory vote from our

      The Company is asking its stockholders to approve the compensationMatch Group, Inc. 2021 Global Employee Stock Purchase Plan (the “ESPP”). The Board has approved the ESPP, subject to the approval of our named executivesthe stockholders of the Company. The ESPP is a broad-based plan that provides employees of the Company and certain designated subsidiaries and affiliates with the opportunity to become Company stockholders through voluntary periodic contributions that are applied towards the purchase of common stock of the Company (referred to herein as “shares”) at a discount from the then-current market price.

      The Board believes that the ESPP is in the best interest of the Company because it will provide an important tool to attract, retain and reward the talented employees and officers needed for 2016. This proposal, which we refer to as the "say on pay vote," is not intended to address any specific itemCompany’s success. In addition, in encouraging share ownership by employees, the ESPP will align the interests of compensation, but rather our overall compensation programemployees and policies relating to our named executives.stockholders.

       As described in detail

      If approved by the stockholders, a total of 3,000,000 shares will be made available for purchase under the caption Compensation Discussion and Analysis, beginning on page 21, our executive officer compensation program is designedESPP, which represents approximately 1.1% of the total number of shares outstanding as of March 31, 2021. The Company expects the proposed aggregate share reserve under the ESPP to provide the level of compensation necessaryCompany with enough shares for approximately ten years, subject to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.

              We believe that our executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe thatchanges in the compensation paid to our named executives in 2016 pursuant to our executive officer compensation program was fair and appropriate and are asking our stockholders to voteFOR the adoptionprice of the following resolution:

        "RESOLVED, thatshares, expected hiring activity and eligible employee participation. The Company cannot predict these factors with any degree of certainty at this time, and the Company's stockholders approve, on an advisory basis,share reserve under the compensationESPP could last for a shorter or longer period of time.

        Approval of the Company's named executives for 2016, as disclosed in this proxy statement, pursuant to the U.S. Securities and Exchange Commission's compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related narrative discussion."

              The approval, on an advisory basis, of the say on pay vote proposal2021 ESPP Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation and Human Resources Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executives. Following its 2011 Annual Meeting of Stockholders, the Company decidedentitled to seek a say on pay vote every three years. Accordingly, the Company last sought a say on pay vote at its 2014 Annual Meeting of Stockholders.


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              The Board recommends that our stockholders voteFOR the advisory vote on executive compensation.


      PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE
      vote.

       Section 14 of the Exchange Act also requires us to seek a non-binding advisory vote from our stockholders regarding the frequency of holding the advisory vote on executive compensation in the future. In casting your advisory vote, you may indicate whether you prefer that we seek an advisory vote every one, two or three years. You may also abstain from voting on this matter.

              After thoughtful consideration, our Compensation and Human Resources Committee and the Board believe that holding an advisory vote on executive compensation every three years is the most appropriate policy for the Company and its stockholders at this time. Our Board and the Compensation and Human Resources Committee believe that a triennial vote more closely mirrors the long-term nature of a significant portion of our executive officer compensation program and will discourage short-term thinking and, as a result, stockholder analysis of our performance and compensation practices would be more fully informed when viewed over a three-year period. Moreover, allowing more time in between the advisory votes on executive compensation would provide a greater opportunity for our Board and Compensation and Human Resources Committee to engage in meaningful analysis of any compensation issues and consideration of any stockholder concerns.

              The approval, on an advisory basis, of the frequency of holding the say on pay vote proposal requires the affirmative vote of the holders of a majority of the voting power of shares of IAC capital stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the recommendation of our stockholders as to the frequency of holding future say on pay votes. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board values the opinions of all of our stockholders and will consider the outcome of this vote when making future decisions on the frequency with which we will hold an advisory vote on executive compensation.

      The Board recommends that our stockholders vote for holdingFOR the say on pay vote onceEVERY THREE YEARS.2021 ESPP Proposal.

       Section 14

      Summary of Material Provisions of the ESPP

      The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the full text of the ESPP. A copy of the ESPP is attached to this proxy statement as Appendix D and is incorporated herein by reference. For purposes of this proposal, “Administrator” means the Board or any Committee designated by the Board to administer the ESPP.

      General

      The purchase rights granted under the ESPP are intended to be treated as either (i) for U.S. participants, granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Internal Revenue Code (the “Code”) (a “423 Offering”), or (ii) for non-U.S. participants, granted under an employee stock purchase plan that is not subject to the requirements of Section 423 of the Code (a “Non-423 Offering”). The Administrator has discretion to grant purchase rights under either a 423 Offering or a Non-423 Offering.

      Shares Subject to ESPP and Adjustments upon Changes in Capitalization

      A total of 3,000,000 of the Company’s shares will be initially authorized and reserved for issuance under the ESPP. Such shares may be authorized but unissued shares, treasury shares or shares purchased on the open market. If any purchase right granted under the ESPP terminates for any reason without having been exercised, the shares not purchased under such purchase right shall again become available for issuance under the ESPP.

      In the event of any change affecting the shares subject to the ESPP or subject to any purchase right after the date the ESPP is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the class and the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and any limitations related to shares imposed under the ESPP.


      Eligibility

      Generally, any individual who is an employee providing services to the Company or a designated subsidiary or affiliate is eligible to participate in the ESPP and may participate by submitting a subscription form to the Company under procedures specified by the Administrator.

      However, the Administrator, in its discretion may determine on a uniform basis for an offering period that employees will not be eligible to participate if they: (i) are not employed by the Company or a designated subsidiary or affiliate on the first day of the month preceding the month during which the offering begins, (ii) customarily work 20 hours or less per week, (iii) customarily work five months or less per calendar year, or (iv) are an officer or subject to the disclosure requirements of Section 16(a) of the U.S. Securities Exchange Act requires usof 1934, as amended. An individual is not eligible if they are performing services for the Company or a designated subsidiary or affiliate under an independent contractor or consulting agreement. A participant’s enrollment election will remain in effect for subsequent offering periods unless modified in accordance with the terms of the ESPP or unless the participant’s participation in the ESPP terminates due to seek a non-binding advisory vote from our stockholderswithdrawal or termination of employment. As of March 31, 2021, approximately 1,900 employees, including all four executive officers, were eligible to participate in the ESPP if the subsidiaries for whom such employees work were designated by the Administrator as participating subsidiaries under the ESPP.

      No employee is eligible for the grant of any purchase rights under the ESPP if, immediately after such grant, the employee would own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any subsidiary of the Company (including any shares which such employee may purchase under all outstanding purchase rights), nor will any employee be granted purchase rights under a 423 Offering to buy more than $25,000 worth of shares (determined based on the frequencyfair market value of seeking the sayshares on pay vote every six years. Accordingly, we last sought this non-binding advisory votethe date the purchase rights are granted) under the ESPP in any calendar year such purchase rights are outstanding.

      Eligible employees who are citizens or resident of a jurisdiction outside the United States may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause a 423 Offering to fail to qualify under Section 423 of the Code. In the case of a Non-423 Offering, eligible employees may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason.

      Offering Periods

      Initially, the Administrator intends that the ESPP will generally be implemented by twelve (12) month offering periods. Unless and until the Administrator determines otherwise in its discretion, each offering period will be comprised of two six-month purchase periods. Unless otherwise determined by the Administrator, if the fair market value of a share at our 2011 Annual Meetingthe start of Stockholdersa purchase period other than the first purchase period within an offering period is less than or equal to the fair market value of a share on the first trading day of that offering period, then that offering period will terminate immediately and the nextparticipants in such voteterminated offering period will be automatically enrolled in a new offering period beginning immediately.

      The Administrator has the authority to establish the commencement and ending dates for all offering periods, additional or alternative sequential or overlapping offering periods, a different number of purchase periods within an offering period, or a different duration for one or more offering periods or purchase periods, provided that no offering period may have a duration that exceeds 27 months.

      Contributions

      The ESPP permits participants to purchase shares through contributions (in the form of payroll deductions or otherwise to the extent permitted by the Administrator). Initially, up to a maximum of 20% of a participant’s “compensation” (as defined in the ESPP) may be contributed by participants toward the purchase of shares during each offering period. During any offering period, a participant may not increase the rate of their contributions and may only decrease the rate of their contributions two times; provided that a participant may decrease the rate of their contributions to zero at any time. The Administrator has the authority to establish different limits on the amount of compensation that may be contributed to the ESPP or different limits on changes to the rate of contributions.


      Purchase of Shares

      Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of whole shares at the purchase price in effect for that purchase date. Purchase dates will occur on the last trading day of each purchase period.

      The maximum number of shares purchasable per participant on any single purchase date is scheduled400 shares (or such other limit as may be imposed by the Administrator), subject to adjustment in the event of certain changes in the Company’s capitalization.

      Unless otherwise determined by the Administrator, any contributions accumulated in a participant’s account which are not sufficient to purchase a whole share will be retained in the participant’s account for the succeeding purchase period. Any other funds left over in a participant’s account after the purchase date will be returned to the participant as soon as administratively practicable without interest (unless otherwise required by applicable laws).

      No participant will have any voting, dividend or other stockholder rights with respect to the shares subject to any purchase right granted under the ESPP until such shares have been purchased and delivered to the participant as provided in the ESPP.

      Purchase Price

      Subject to adjustment in the event of certain changes in the Company’s capitalization, the purchase price per share at which shares are purchased on each purchase date will be equal to 85% of the lesser of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period), rounded up to the nearest cent. For this purpose, “fair market value” generally means the closing price of the Company’s shares on the applicable date on the Nasdaq Stock Market.

      The Administrator has authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Code. As of April 16, 2021, the closing price of the Company’s shares on the Nasdaq Stock Market was $145.30.

      Administration

      The ESPP will be administered by the Board or a Committee appointed by the Board. The Board has appointed the Compensation and Human Resources Committee of the Board to be heldthe Administrator of the ESPP. Subject to the terms of the ESPP, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, delegate ministerial duties to any employees, designate separate offerings under the ESPP, designate subsidiaries and affiliates as participating in the 423 Offering and the Non-423 Offering to determine eligibility, adjudicate all disputed claims filed under the ESPP, and establish such procedures that it deems necessary or advisable for the administration of the ESPP. The Administrator is also authorized to adopt rules and procedures that vary with applicable local requirements outside the United States.

      Non-U.S. Sub-Plans

      The Administrator also has the authority to adopt such sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are non-U.S. nationals or employed outside the United States. Such sub-plans may vary the terms of the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of local laws and procedures for non-U.S. jurisdictions.

      Transferability

      Purchase rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.


      Withdrawals

      A participant may withdraw from an offering period and receive a refund of contributions by submitting the appropriate written or electronic notice through the Company’s designated plan broker or to the Administrator. The withdrawal notice may be submitted up to ten calendar days prior to a purchase date to take effect for the respective purchase period, or by such other date as may be determined by the Administrator in advance of an offering period. If the participant has properly withdrawn from the ESPP, all of the participant’s contributions credited will be paid to such participant as soon as administratively practicable without interest (unless otherwise required by local law) after receipt of the withdrawal notice and the participant’s purchase right for the respective offering period will be automatically terminated. No further contributions for the purchase of shares will then be made for that offering period.

      Termination of Employment

      If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any amounts credited to the participant’s account will be refunded, without interest, as soon as administratively practicable, except as otherwise provided by the Administrator.

      Change in Control

      In the event of a “Change in Control” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any purchase right, the offering period will be shortened by setting a new purchase date, unless provided otherwise by the Administrator.

      Amendment and Termination of ESPP

      The ESPP will become effective upon the approval by the stockholders of the Company.

      The Administrator, in its sole discretion, may amend, suspend or terminate the ESPP, or any part thereof, at any time and for any reason. If the ESPP is terminated, the Administrator, in its discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares on the next purchase date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit offering periods to expire in accordance with their terms. If the offering periods are terminated prior to expiration, all contributions then credited to participants’ accounts that have not been used to purchase shares will be returned to the participants (without interest, except as otherwise required under applicable laws) as soon as administratively practicable.

      U.S. Federal Income Tax Information

      The following summary briefly describes the general U.S. federal income tax consequences of participation in the ESPP for participants who are tax resident in the United States, current as of April 2021, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the United States does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

      423 Offerings

      Rights to purchase shares granted under a 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.


      If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the Company's 2023 Annual Meetingtime of Stockholders.disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date (determined as of the first day of the offering period) over the purchase price will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.

      The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax reporting obligations. In other cases, no deduction is allowed.

      Non-423 Offerings

      If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

      The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering.

      New Plan Benefits

      The benefits to be received pursuant to the ESPP by the Company’s officers and employees are not currently determinable as participation in the ESPP is voluntary and at the discretion of each employee, and because the benefits to be received will depend on the purchase price of the shares in offering periods after the implementation of the ESPP, the market value of the shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the ESPP and similar factors. As of the date of this proxy statement, no officer or employee has been granted any purchase rights under the ESPP.



      PROPOSAL 4—3—RATIFICATION OF APPOINTMENT OF

      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       Subject to stockholder ratification, the

      The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (“E&Y”) as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2017. Ernst & Young LLP has served2021, and is requesting that stockholders ratify the appointment.

      The Audit Committee annually evaluates the performance of E&Y and determines whether to continue to retain E&Y or consider the retention of another firm. In appointing E&Y as IAC'sMatch Group’s independent registered public accounting firm for many years2021, the Audit Committee considered (i) E&Y’s performance as Match Group’s independent registered public accounting firm, (ii) the fact that E&Y has audited the financial statements of Match Group since Match Group was a wholly-owned subsidiary of IAC and is considered by Company managementalso since the completion of Match Group’s initial public offering in 2015, (iii) E&Y’s independence with respect to the services to be well qualified.performed for Match Group and (iv) E&Y’s strong and considerable qualifications and general reputation for adherence to professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement partner.

       

      A representative of Ernst & Young LLPE&Y is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.

       

      Ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together.entitled to vote.

      The Board recommends that our stockholders voteFORthe ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2021.


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      AUDIT COMMITTEE MATTERS

      Audit Committee Report

       

      The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which is attachedincluded as Appendix A to this proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that IAC'sMatch Group’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilitiesManagement is responsible for Match Group’s financial reporting process, including systems of Company management and IAC'sinternal control over financial reporting. The independent registered public accounting firm.accountants are responsible for performing an independent audit of Match Group’s consolidated financial statements and the effectiveness of Match Group’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and to issue a report thereon. The Audit Committee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.

       

      In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of IACMatch Group included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20162020 with IAC'sMatch Group’s management and Ernst & Young LLP.LLP, Match Group’s independent registered public accounting firm.

       

      The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard 1301, "Communications with Audit Committees."and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding Ernst & Young'sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from IACMatch Group and its management.

       

      In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of IAC for the fiscal year ended December 31, 2016Match Group be included in IAC'sMatch Group’s Annual Report on Form 10-K for the year ended December 31, 20162020 for filing with the SEC.

      Members of the Audit Committee

      Alan G. Spoon (Chairperson)
      Bryan Lourd
      Richard F. Zannino

      Stephen Bailey

      Thomas J. McInerney


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      Fees Paid to Our Independent Registered Public Accounting Firm

       

      The following table sets forth fees for all professional services rendered by Ernst & Young LLP to IACMatch Group for the years ended December 31, 20162020 and 2015:2019:

        2020  2019 
      Audit Fees $3,685,079(1) $3,060,000(2)
      Audit-Related Fees $7,200   — 
      Total Audit and Audit-Related Fees $3,692,279  $3,060,000 
      Tax Fees(3)  —  $2,400 
      Total Fees $3,692,279  $3,062,400 

       
      		 2016 2015 

      Audit Fees

      		 $2,321,475(1)$5,919,000(2)

      Audit-Related Fees(3)

      		 $50,000 $50,000 
      ​​​ ​ ​​ ​ ​

      Total Audit and Audit-Related Fees

      		 $2,371,475 $5,969,000 

      Tax Fees(4)

      		 $13,750 $1,250,000 
      ​​​ ​ ​​ ​ ​

      Total Fees

      		 $2,385,225 $7,219,000 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​
      (1)
      Audit Fees in 2016 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law) and (iii) accounting consultations. Excludes Audit Fees incurred and paid directly by Match Group, Inc. ("Match Group").

      (2)
      Audit Fees in 2015 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) fees associated with the initial public offering of Match Group in November 2015, as well as the review of the related SEC registration statements, the issuance of consents and a comfort letter in connection therewith, accounting consultations and other services related to the offering, (iii) fees for the audit performed in connection with Match Group's acquisition of Plentyoffish Media Inc. in October 2015, (iv) statutory audits, (v) fees for services performed in connection with the issuance of Match Group's 6.75% Senior Notes due 2022 in November 2015, as well as the review and issuance of the related comfort letter and other services related to the issuance, and (vi) accounting consultations.

        Fees for services described in (i), (ii), (iii) and (v) above in the aggregate amount $3,980,000 were either allocated by the Company to Match Group (based on Match Group's revenue as a percentage of IAC's total revenue) or paid by IAC and reimbursed by Match Group.

      (3)
      Audit-Related Fees in 2016 and 2015 include fees for benefit plan audits.

      (4)
      Tax Fees in 2016 primarily include fees paid for tax compliance services and exclude Tax Fees incurred and paid directly by Match Group. Tax Fees in 2015 primarily include fees paid for the preparation of federal, state and local tax returns (including amended returns) in the United States and certain jurisdictions abroad and research and development tax credit studies, as well as tax compliance services.

      (1)Audit Fees in 2020 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), (iii) accounting consultations, (iv) fees for services performed in connection with the offerings of Match Group’s 4.125% Senior Notes due 2030 and 4.625% Senior Notes due 2028, including the issuance of the related comfort letters, and (v) post-report review procedures related to the issuance of the auditor’s consent for SEC registration statements in connection with the Separation.

      (2)Audit Fees in 2019 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), and (iii)  accounting consultations.

      (3)Tax Fees in 2019 primarily include fees paid for certain tax compliance services.

      Audit and Non-Audit Services Pre-Approval Policy

       

      The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by IAC'sMatch Group’s independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm'sfirm’s independence from IACMatch Group and its management. Unless a type of service to be provided by IAC'sMatch Group’s independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.


      Table of Contents

      All Taxtax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to time. Pre-approved fee levels for all services to be provided by IAC'sMatch Group’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.

       

      Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to Company management.



      INFORMATION CONCERNING IACMATCH GROUP EXECUTIVE OFFICERS

      WHO ARE NOT DIRECTORS

       

      Background information about IAC'sMatch Group’s current executive officers who are not director nomineesdirectors is set forth below. For background information about IAC's Chairman and Senior Executive, Barry Diller,Match Group’s Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman,Sharmistha Dubey, see the discussion under "InformationProposal 1-Election of Directors—Information Concerning Director Nominees" beginning on page 7.Nominees and Other Board Members.

       

      Glenn H. SchiffmanPhilip D. Eigenmann, age 47,50, has served as ExecutiveMatch Group’s Chief Accounting Officer since November 2017. Mr. Eigenmann has held positions of increasing responsibility with the Company and its predecessors since May 2006, including Senior Vice President and Global Controller from February 2016 to November 2017, and Vice President and Global Controller from December 2009 to February 2016. Prior to joining us, Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control and automation technology for commercial and residential markets, which was publicly traded on Nasdaq until its acquisition by The Duchossois Group in 2005. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received a BBA in Accounting from Texas A&M University, and is a certified public accountant in the State of Texas.

      Jared F. Sine, age 42, has served as Chief Business Affairs and Legal Officer and Secretary of Match Group since March 2021. Prior to that time, Mr. Sine served as Match Group’s Chief Legal Officer and Secretary from February 2019 to March 2021; and prior to that, he served as General Counsel and Secretary of Match Group from July 2016. Prior to joining Match Group, Mr. Sine was Vice President and Associate General Counsel of Expedia Group, Inc. (“Expedia”) from July 2015 to June 2016 and in that capacity was responsible for mergers, acquisitions and other strategic transactions. Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining Expedia, Mr. Sine was an associate at the law firms of Latham & Watkins and Cravath, Swaine & Moore. Mr. Sine has a BS and JD from Brigham Young University.

      Gary Swidler, age 50, has served as Chief Operating Officer of Match Group since March 2020 and Chief Financial Officer of IACMatch Group since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2016.2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining IAC,Merrill Lynch, Mr. Schiffman served as Senior Managing DirectorSwidler was an associate at Guggenheim Securities, the investment bankinglaw firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and capital markets business of Guggenheim Partners, since March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries,JD from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman's roles at Nomura followed Nomura's aquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the DukeNew York University School of Medicine. Mr. Schiffman has served on the board of directors of Match Group, Inc. since September 2016.

      Mark Stein, age 49, has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. Mr. Stein has served on the board of directors of Match Group, Inc. since November 2015.

      Gregg Winiarski, age 46, has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IAC from February 2005, during which time he had primary responsibility for all legal aspects of IAC's mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1996 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. Mr. Winiarski has served on the board of directors of Match Group, Inc. since October 2015.Law.


      Table of Contents


      COMPENSATION DISCUSSION AND ANALYSIS

      Philosophy and Objectives

       

      Introduction

      Our executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A"“CD&A”), and to whom we refer to as our named executive officers in this CD&A (the "NEOs"“NEOs”) are:

        •
        Barry Diller, Chairman and Senior Executive;

        •
        Joseph Levin,

        Sharmistha Dubey, Chief Executive Officer;

        •
        Victor Kaufman, Vice Chairman;

        •
        Glenn Schiffman,Officer (since March 2020; President until March 2020);

      Amanda Ginsberg, Former Chief Executive Vice PresidentOfficer (until March 2020);

      Gary Swidler, Chief Operating Officer (since March 2020) and Chief Financial Officer;

      Jared Sine, Chief Legal Officer (since April 2016);

      •
      Mark Stein, Executive Vice President and Secretary (until March 2021; Chief StrategyBusiness Affairs and Legal Officer (since January 2016)and Secretary since March 2021); and

      Philip Eigenmann, Chief Accounting Officer.



      •
      Gregg Winiarski, Executive Vice PresidentPhilosophy and General Counsel.
      Objectives

       Our

      Match Group’s executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable the CompanyMatch Group to meet its growth objectives.

       

      Although IACMatch Group is a publicly traded company, we attempt to foster an entrepreneurial culture given that we operate a broad and diverse portfolio of dating brands, and we seek to attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain our executive officers, as well as other executives who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private equity and venture capital firms, financial sponsors themselves and professional firms. We structure our compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

       While we consider market data in

      When establishing broad compensation programspackages for a given executive, Match Group follows a flexible approach, and practices and may periodically benchmark the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. The Company makes decisions based on a host of factors particular to a given executive'sexecutive’s situation, including itsour firsthand experience with the competition for recruiting and retaining executives, negotiation and its understanding ofdiscussion with the current environment, and believes that over-reliance onrelevant individual, competitive survey data, or a benchmarkinginternal equity considerations and other factors we deem relevant at the time.

      Similarly, Match Group does not follow an arithmetic approach is too rigidto establishing compensation levels and stale for the dynamic and fast changing marketplace for talent in which we compete.

              Similarly, we believe that arithmetic approaches to measuring and rewarding short-term performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, the CompanyMatch Group may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscapes shift.shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our annual bonus program, believing that they often over-compensate or under-compensate a given performance level. We insteadcompensation practices and rely primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion in setting final bonus amounts.a discretionary approach.

       In addition, we are of the view that long-term incentive compensation in the form of equity awards aligns the interests of executives with the interests of our long-term shareholders, and to further this important goal, equity awards play a prominent role in our overall compensation program. We have used non-qualified stock options as the predominant equity incentive vehicle for our executives for many years. We use this equity incentive instrument primarily for the sake of simplicity given that the value from stock option awards is directly dependent on appreciation in the Company's stock price and


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      therefore provides an objectively measurable goal, and a belief that it would, in general, make the Company more competitive in recruiting talented executives and employees. From time to time, however, executives have been awarded restricted stock units in addition to, or in lieu of, stock option awards, depending on individual circumstances, and in 2016 two of our executives was awarded restricted stock units (as described below).

              We believe that the Company's executive officer compensation program puts the substantial majority of compensation at risk, rewards both individual executive and corporate performance in a targeted fashion, pays amounts appropriate to attract and retain those key individuals necessary to grow the Company and aligns the interests of our key executives with the interests of our stockholders. We continuously evaluate our program and make changes as we deem appropriate.

      Roles and Responsibilities

       

      The Compensation and Human Resources Committee of the Company'sCompany’s Board of Directors (for purposes of this CD&A, the "Committee"“Committee”) has primary responsibility for establishing the compensation of the Company'sCompany’s executive officers. AllFor each of the NEOs (except Mr. Eigenmann, since his designation as an executive officer occurred in December 2020), all compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part)in part on recommendations from Mr. Dillerour Chief Executive Officer, and Mr. Levin (as described below).with input from representatives of the Company’s majority stockholder until the Separation in June 2020, and in consultation with the Executive Chairman of the Board following the Separation. The Committee currently consists of Ms. HammerMses. Brenner, McDaniel (Chairperson) and Mr. Rosenblatt.Seymon. Prior to the Separation the Committee consisted of Mses. McDaniel (Chairperson) and Seymon.


      The executive officers participateChief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In late 2020 and early 2017, Messrs. Diller and Levin2021, Ms. Dubey met with the Committee and discussed theirher views of corporate and individual executive officer performance for 20162020 for Messrs. Kaufman, Schiffman, SteinSwidler, Sine and Winiarski,Eigenmann, and theirher recommendations for annual bonuses for those executive officers. Mr. DillerShe also discussed Mr. Levin's performance, and his views on hisher own performance with the Committee. Following these discussions, the Committee met in executive sessionssession to discuss these recommendations.the recommendations, including their views of corporate and individual performance for 2020 for Ms. Dubey. After consideration of thesethe recommendations and their own evaluations, the Committee ultimately determined theapproved annual bonus amountamounts for each executive officer.

       

      In establishing a given executive officer'sofficer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, we doMatch Group does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive'sexecutive’s situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.

       From time

      Match Group provides its stockholders with the opportunity to time,cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by stockholders in 2016 with respect to the frequency of the say-on-pay vote. At Match Group’s annual meeting of stockholders held in June 2019, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee believes that the vote reflected stockholder support of Match Group’s approach to executive compensation, and, as such, did not make changes based on the 2019 vote. The Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for executive officers.

      Although the Committee has solicitedreserves the right to solicit the advice of consulting firms and engagedengage legal counsel. Nocounsel, except as noted below, no such consulting firms or legal counsel were engaged during 2016.2020.

       

      In addition, from time to time, the Company may solicit survey or peer compensation data from various consulting firms. In 2016,2020, the Company engaged Mercer (US) Inc.Compensation Advisory Partners LLC (“CAP”) to provide comparative market data in connection with the Company'sCompany’s own analysis of its equity compensation practices, but neither MercerCAP nor any other compensation consultant engaged by the Company had any role in determining or recommending the amount or form of executive compensation for 2016.2020.

      Compensation Elements

       Our

      Match Group’s compensation packages for executive officers have primarily consistconsisted of salary, annual bonuses, IAClong term incentives (typically equity awardsawards), and, in certain instances,to a more limited extent, perquisites and other benefits.


      Table Prior to making specific decisions related to any particular element of Contentscompensation, we typically review the total compensation of each executive, evaluating the executive’s total near- and long-term compensation in aggregate. We then determine which element or combinations of compensation elements (salary, bonus and/or equity) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

        Salary

       We

      Match Group typically negotiatenegotiates a new executive officer'sofficer’s starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within Match Group, the Company, the Company's New York City location of a particular executive, salary levels of other executive officersexecutives within the Company andMatch Group, salary levels available to the individual in alternative opportunities. Salariesopportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive’s services.

      Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors whichthat demonstrate an executive officer'sexecutive’s increased value to Match Group.

      In February 2020, we entered into a new employment agreement with Ms. Dubey in connection with her appointment as Chief Executive Officer and, pursuant to the Company. No executive officer'snew agreement, her annual salary was increased from $625,000 to $750,000, effective as of March 1, 2020, the date of her appointment to the new role. In February 2020, we also entered into an amendment of the employment agreement with Mr. Swidler in connection with his appointment to the additional role of Chief Operating Officer and, pursuant to the amendment, his annual salary was increased from $600,000 to $675,000, effective as of March 1, 2020, the date of his appointment to the additional role. No other executive officer salaries were established or adjusted during 2016.2020.


        Annual Bonuses

       General. We establish

      Match Group’s bonus levels throughprogram is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a two-pronged process. First, atsignificant portion of an executive’s total compensation, the beginningbonus program provides an important incentive tool to achieve Match Group’s annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of eachfinancial results for the year the Committee sets performance objectives, which historically have been tied to the achievementin question.

      The determination of EBITDA (as defined below), revenue or share price performance targets during the forthcoming year, and maximum bonus amounts. In general, these performance targets are minimum acceptable performance conditions, but with respect to which there is substantial uncertainty when we establish them. The establishment of performance targets and maximum bonus amounts is undertaken primarilybased on a non-formulaic assessment of factors that vary from year to satisfy the requirements of Section 162(m) of the Internal Revenue Code, as amended. Satisfaction of one or more of the performance targets established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes, should any bonuses be awarded to the Company's named executive officers. However, satisfaction of the applicable performance targets does not obligate the Committee to approve any specific bonus amount for any executive officer, and the Committee has historically reduced the maximum bonus amount based onyear, including a discretionary assessment of Company and, to a lesser extent, individual performance. In making its determinations regardingdetermining individual annual bonus amounts, the Committee considerswe consider a variety of factors regarding the Company’s overall performance, such as growth in profitability or achievement of strategic objectives by the Company, and an individual'sindividual’s performance and contribution to the Company. The Committee doesCompany, and general bonus expectations previously established between the Company and the executive. We do not quantify the weight given to any specific element or otherwise follow a formulaic calculation. Rather,calculation; however, Company performance tends to be the Committee engages in an overall assessment of appropriate bonus levels based on a subjective interpretation of all relevant criteria. This process is designed to permit the Company to deduct the bonus compensation paid to executives for income tax purposes.

              The definition of EBITDA used for establishing Section 162(m) performance objectives comes from IAC's 2013 Stock and Annual Incentive Plan, and is as follows: "EBITDA" means for any period, operating profit (loss) plus, if applicable: (i) depreciation, (ii) amortization and impairment of intangibles, (iii) goodwill impairment, (iv) non-cash compensation expense, (v) restructuring charges, (vi) non cash write-downs of assets, (vii) charges relating to disposal of lines of business, (viii) litigation settlement amounts and (ix) costs incurred for proposed and completed acquisitions.

      2016 Bonuses. For 2016, the Committee predicated the payment of bonuses to executive officers on attaining: (i) EBITDA in anydominant driver of the four consecutive calendar quarters beginning with the second quarter of 2016 at least equal to EBITDA in the corresponding calendar quarter twelve months before, (ii) revenue in any of the four consecutive calendar quarters beginning with the second quarter of 2016 at least equal to revenue in the corresponding calendar quarter twelve months before or (iii) share price growth of at least 5% over $42.39 (the closing price of the Company's common stock on February 10, 2016) on any 20 trading days during the period beginning on February 11, 2016 through December 31, 2016. Two of the targets were met. After concluding that the threshold performance targets for the payment ofultimate bonus amount.

      For 2020 bonuses, had been achieved, the Committee then exercised its right to reduce bonus amounts for each individual executive officer from the maximum level established. In setting actual bonus levels, the Committeewe considered a variety of factors, including:


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        •
        Revenueincluding, among others, year-over-year revenue and Adjusted EBITDA results.  Revenue decreased modestly overgrowth, levels of cash flow generated from operations, and certain strategic accomplishments, including debt financings, strategic transactions and the prior year, reflectinggeneral successful operation of the Company. The Committee also considered the Company’s strong performance despite the business and operating challenges in our Publishing and Applications segments, offsetpresented by strong growth at Match Group and HomeAdvisor. Adjusted EBITDA increased modestly in 2016, reflecting strong growth at Match Group and HomeAdvisor and reduced losses at Vimeo;

        •
        Capitalization and cash position.  The Company repatriated over $315 million to stockholders during 2016 by way of share repurchases. In addition, during 2016: (i) the Company repurchased $126 million of its outstanding senior notes, and (ii) Match Group issued $400 million of 6.375% senior notes, repaid $450 million of its term loan and amended its term loan to reduce the interest rate payable on the outstanding balance, positioning each of us and Match Group for long term growth as we each continue to invest in our respective businesses and identify new opportunities for expansion; and

        •
        Strategic initiatives.  The Company took steps to positively advance the strategic position of several of its businesses. As part of its continuing review of its collection of assets, the Company: (i) provided for additional investment in those of its businesses where the Company believes there is upside opportunity, for example HomeAdvisor and Vimeo, (ii) restructured certain of its businesses, positioning them for future growth,global COVID-19 pandemic, including the successful pivoting of product roadmaps and marketing efforts in response to the uncertainty caused by the pandemic around the world generally and to our businesses withinin particular, and the maintaining of our Publishing and Applications segments, and (iii) divested itself of several non-core assets, including Shoebuy, PriceRunner and Ask.fm. In addition, the Company focused on cost-cutting efforts throughout the organization during the year.

      global workforce’s productivity despite transitioning to a fully remote working environment. While the factors noted abovethese were the primary onesfactors considered in setting bonus award amounts, the Committee also considered each executive officer'sofficer’s role and responsibilities, the relative contributions made by each executive officer during the year and the relative size of the bonuses paid to the other executive officers. With respect to 2016 bonuses for oureach of the NEOs, the Committee considered the following: (i) with respect to Mr. Diller, hisMs. Dubey, her new role in providingas Chief Executive Officer of the Company, including her focus on overseeing the operations of, and developing the strategic directionagenda for, the Company, overall, (ii) with respect to Mr. Levin,Swidler, his continuing focus on managing the day-to-day business operationsrole as Chief Financial Officer of the Company as well as his new role as Chief Operating Officer, including steppinghis management of the Company’s finance, information technology, advertising sales and corporate communications functions and his oversight of the Separation transaction, two senior note offerings totaling $1 billion in as acting Chief Executive Officeraggregate principal amount, and the amendment of Vimeo and participating in the development of strategic initiatives for the Company,Company’s credit agreement, (iii) with respect to Mr. Kaufman,Sine, his participation in strategicrole as Chief Legal Officer, including his management of the Company’s legal, compliance, and government affairs functions and his oversight of the Company,legal and compliance aspects of the Separation transaction, and (iv) with respect to Mr. Schiffman,Eigenmann, his new role as Executive Vice PresidentChief Accounting Officer, including his management of the Company’s global accounting and Chief Financial Officerfinancial reporting functions and his oversight of cost-cutting initiatives, (v) with respect to Mr. Stein, participating in the development of strategy for severalaccounting aspects of the Company's businesses and (vi) with respect to Mr. Winiarski, his role in managing the successful completion of a number of acquisitions and dispositions of businesses and investments.Separation transaction.

       As noted above, in setting individual bonus amounts, the Committee did not quantify the weight assigned to any specific factor, nor did it apply a formulaic calculation. In setting bonus amounts, the Committee generally considered the Company's overall performance, the amount of bonus for each NEO relative to other Company executives and the recommendations of the Chairman and Senior Executive and the Chief Executive Officer. In addition, the Committee considered achievements in 2016 as compared to achievements and bonus levels in prior years.

      Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company'sCompany’s annual goals.

        Long-Term Incentives

       General. Due to our entrepreneurial philosophy, we believe that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with entrepreneurial employment alternatives. In addition, we believe

      Match Group believes that ownership shapes behavior and that by providing a meaningful portion of an executive officer’s compensation in the form of equitystock based awards we align


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      executive officeraligns their incentives with stockholder interests in a manner that we believe drives superiorbetter performance over time. The primary long term incentives for our NEOs have been Match Group restricted stock unit (“RSU”) awards.

       While there is currently no formal stock ownership or holding requirement for executive officers, our executive officers generally have historically held a significant portion of their stock awards (net of tax withholdings) well beyond the relevant vesting dates.

              In establishing equity awards for an executive officer for any given period, the amount of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised awards, is reviewed and evaluated on an individual-by-individual basis. In setting particular award levels, the predominant considerations areobjectives have been providing the executive officer with effective retention incentives appropriate reward for past performance,and incentives for strong future performanceperformance. Appropriate levels to meet these goals may vary from year to year, and competitive conditions. from executive to executive, based on a variety of factors.

      The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while considered, aretaken into account, have generally been less relevant in determining the type and level ofsetting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument relative to ourthan annual bonuses.

       The Company's usual practice is

      All equity awards have been approved by the Committee, other than the Former IAC stock options granted to scheduleMses. Ginsberg and Dubey and Mr. Swidler in 2016, which were approved by the Former IAC Compensation and Human Resources Committee. When granting Match Group equity awards, the Committee has taken into account factors such as historical practices, the Committee’s view of market compensation generally, the dilutive impact of equity grants and desired short and long-term dilution levels, and a given executive’s existing equity holdings and their retention and incentive value.


      Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the year in question. Committee meetings at which the awards are to be made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.

       2016 Equity Awards.

      In February 2016,2020, as part of the Company’s annual year-end compensation review, the Committee granted 200,000 stock options123,411 RSUs to Ms. Dubey, 78,983 RSUs to Mr. Levin, 150,000 stock optionsSwidler, 32,594 RSUs to Mr. SteinSine, and 100,000 stock options3,585 RSUs to Mr. Winiarski.Eigenmann. The optionsRSU award granted to Ms. Dubey vests in two equal installments on September 1, 2022 and 2023. The RSU awards granted to Messrs. Swidler and Eigenmann vest 25% a year,in two equal installments on the first foursecond and third anniversaries of the grant date. The RSU award granted to Mr. Sine vests as to one-third on the second anniversary of the grant date and have an exercise price equalas to the closing price of the Company's common stock on the grant date. Also in February 2016, Mr. Levin received 100,000 restricted stock units, vesting in one lump sum installmenttwo-thirds on the third anniversary of the grant date,date. In determining the amounts of the RSU awards granted to Ms. Dubey and Mr. Kaufman received a restricted stock unit award with a dollar value of $350,000 in accordance withSwidler, the terms of his employment agreement, vesting in thirds onCommittee considered Ms. Dubey’s appointment as the first three anniversaries of the grant date. In April 2016, upon joining the Company,Company’s Chief Executive Officer and Mr. Schiffman received 200,000 stock options that vest 25% a year, on the first four anniversaries of the grant date, and have an exercise price equalSwidler’s appointment to the closing priceadditional role of the Company's common stock on the grant date. Mr. DillerChief Operating Officer, respectively. In light of her resignation, Ms. Ginsberg did not receive an equity award in 2016, asFebruary 2020. In July 2020, in recognition of his contribution to the CommitteeSeparation transaction, Mr. Eigenmann was granted him one million stock options473 RSUs vesting in 2015, with the Committee noting at that time the Company's history of granting Mr. Diller equity awards once every few years (and the Committee's intention to remain consistent with that approach).

              We believe these awards provide meaningful retention and performance incentives for our executive officers.

      2017 Equity Awards. In February 2017, the Committee granted 300,000 stock options to Mr. Levin, 150,000 stock options to each of Messrs. Schiffman and Stein, and 100,000 stock options to Mr. Winiarski. The options vest 25% a year,single installment on the first four anniversariesanniversary of the grant date,date.

      In connection with the Separation, all then outstanding Former Match Group stock option and have an exercise price equalRSU awards, including the awards granted to the closing price of the Company's common stockour executive officers, were assumed by New Match Group on the grant date. Also in February 2017, Mr. Kaufman received a restricted stock unit award with a dollar value of $350,000same terms and conditions (including applicable vesting requirements); except that, in accordance with the terms of histhe applicable Stock and Annual Incentive Plan, each stock option award and RSU award was adjusted in order to reflect the $3.00 per share merger consideration paid to Former Match Group stockholders in connection with the Separation (the “June 2020 Match Group Award Separation Adjustments”). Stock option awards were adjusted by dividing the exercise price, and multiplying the number of options, by an adjustment factor of 1.0337. RSU awards were adjusted by multiplying the number of RSUs by the same adjustment factor. The June 2020 Match Group Award Separation Adjustments maintained the value of the awards, placing the recipients in an equivalent position following the closing of the Separation.

      In connection with the Separation, and pursuant to the employee matters agreement with IAC, the vesting of all Former IAC stock options outstanding as of December 19, 2020, including the Former IAC stock options granted to Mses. Ginsberg and Dubey and Mr. Swidler in 2016, was accelerated, and each such stock option was converted into (i) one New IAC stock option and (ii) 2.1584 New Match Group stock options, with the exercise price of each such New IAC stock option and New Match Group stock option based on the relative values of the companies’ common stock at the time of the Separation (the “June 2020 IAC Option Separation Adjustments”). The June 2020 IAC Option Separation Adjustments maintained the value of the awards, placing the recipients in an equivalent position following the closing of the Separation.

      2020 Employment Agreement Changes

      Ms. Dubey. In connection with her appointment as Match Group’s Chief Executive Officer, on February 13, 2020, the Company entered into a new employment agreement vesting in thirds onwith Ms. Dubey, replacing the first three anniversaries of the grant date.

      2016 Employment Agreement

      New Employment Agreement for Mr. Schiffman. Effective April 7, 2016 (the "Effective Date"), IAC and Mr. Schiffman entered into anthen current employment agreement (the "Employment Agreement"), pursuant to which Mr. Schiffman became the Company's Executive Vice President and Chief Financial Officer.with Ms. Dubey in its entirety, effective March 1, 2020. The Employment Agreementagreement has a scheduledan initial term of one (1) year, from the Effective Date and provides forwith automatic renewals forof successive one (1) yearone-year terms absent written notice from IAC or Mr. Schiffman ninety (90)either party 90 days prior to the expiration of the then current term.


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      The Employment Agreementagreement provides that Mr. Schiffman will be eligible to receivefor an annual base salary (currently $600,000), discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Committee. Upon joining IAC, Mr. Schiffman was granted 200,000 IAC stock options that vest 25% a year, on the first four anniversaries of the grant date,$750,000, subject to increases in the Company’s discretion from time to time. As described in more detail under Executive Compensation–Estimated Potential Payments Upon Termination or Change in Control, the agreement also provides for specified payments and benefits upon a termination of employment, as well as specified restrictive covenants.

      Mr. Schiffman's continuedSwidler. On February 13, 2020, the Company entered into an amendment of Mr. Swidler’s employment with IAC, and have an exercise price equalagreement, effective March 1, 2020, to reflect his appointment to the closing priceadditional role of the Company's common stock on the Effective Date (the "2016 Options").

              Upon certain involuntary terminations of Mr. Schiffman's employmentChief Operating Officer and subject to the execution and non-revocation of a release and compliance with the restrictive covenants set forth below: (i) IAC will continue to pay Mr. Schiffmanan increase in his annual base salary for one (1) year following such termination, (ii)to $675,000.

      The employment agreements between Former Match and each of Ms. Dubey and Messrs. Swidler and Sine were assumed by New Match at the 2016 Options shall vest asclosing of such datethe Separation.


      Change of termination, (iii) all other IACControl

      Match Group believes that providing executives with change of control protection is important in allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. The terms of equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Schiffman that would have otherwise vested during the one (1) year period following such termination shall vest as of the date of such termination and (iv) all vested and outstanding IAC stock options held by Mr. Schiffman as of the date of such termination (including any stock options that vested pursuantgranted to the acceleration rights described above), shall remain outstanding and exercisable for eighteen (18) months from the date of such termination.

              Pursuant to his agreement, Mr. Schiffman is bound by a covenant not to compete with IAC's businesses during the term of his employment and for twelve (12) months after certain involuntary terminations and covenants not to solicit IAC's employees or business partners during the term of his employment and for eighteen (18) months after such a termination. In addition, Mr. Schiffman agreed not to use or disclose any confidential information of IAC or its affiliates.

      Change of Control

              The Company's equity awards for senior executive officersexecutives generally include a so-called "double-trigger"“double-trigger” change of control provision, as provided for under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Plan”) and the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Plan”), which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control, but only when an award holder suffersthe executive experiences an involuntary termination of employment during the two (2) yeartwo-year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination in these circumstances will assist in the retention of our executive officersexecutives through a change of control transaction. For purposes of this discussion and the discussion below under the heading "Severance," we use the term "involuntary termination" to mean both a termination by the Company without "cause" and a resignation by the executive for "good reason" or similar construct.

      Severance

       

      We generally provide executive officers with some amount of salary and health benefits continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that through providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from the Company.

      Other Compensation

              General.    We provide Mr. Diller with various non-cash benefits as part of his overall compensation program.

      Under certain limited circumstances, othercertain Match Group executive officers have also received non-cash and non-equity compensatory benefits. The value of these benefits, is calculated under appropriate rules and is taken into account as a component of compensation when establishing overall compensation levels. The value of all non-cash


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      benefitsif applicable, is reported under the "All Other Compensation"Annual Compensation column inof the 2020 Summary Compensation Table on page 29included in the Executive Compensation section of this proxy statement pursuant to applicable SEC rules. OurMatch Group executive officers do not participate in any deferred compensation or retirement programsprogram other than the Company'sCompany’s 401(k) plan. Other than a tax gross-up on certain relocation benefits provided to Mr. Schiffman in connection with his moving to the New York City metropolitan area to assume the role of Executive Vice President and Chief Financial Officer, we did not gross-up any benefits provided to any executive officer in 2016. Other than those described specifically below, our executive officers do not partake in any benefit programs, or receive any significant perquisites, distinct from the Company's other employees.

              Mr. Diller.    Pursuant to Company policy, Mr. Diller is required to travel, both for business and personal purposes, on corporate aircraft. In addition to serving general security interests, this means of travel permits him to travel non-stop and without delay, to remain in contact with the Company while he is traveling, to change his plans quickly in the event Company business requires and to conduct confidential Company business while flying, be it telephonically, by e-mail or in person. These interests are similarly furthered on both business and personal flights, as Mr. Diller typically provides his services to the Company while traveling in either case. Nonetheless, the incremental cost to the Company of his travel for personal purposes is reflected as compensation to Mr. Diller from the Company, and is taken into account in establishing his overall compensation package. For certain personal use of Company-owned aircraft, Mr. Diller reimburses the Company at the maximum rate allowable under applicable rules of the Federal Aviation Administration. See the disclosure under the caption "Relationships Involving Significant Stockholders, Named Executives and Directors—Relationships Involving Mr. Diller" on page 45.Tax Deductibility

       Additionally, the Company provides Mr. Diller with access to certain automobiles

      Effective for business and personal use. We also provide certain Company-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. These uses are valued by the Company at their incremental cost to the Company or, in the case of the use of office space (where there is no discernible incremental cost), at the cost used for internal allocations of office space for corporate purposes.

              Mr. Levin.    Pursuant to Company policy, Mr. Levin is encouraged to travel, both for business and personal purposes, on corporate aircraft for the same reasons as set forth above for Mr. Diller. The incremental cost to the Company of his travel for personal purposes is reflected astaxable years beginning after December 31, 2017, compensation to Mr. Levin from the Company, and is taken into account in establishing his overall compensation package.

              Mr. Kaufman.    Mr. Kaufman is entitled to use corporate aircraft chartered by the Company for a certain amount of personal travel annually. However, Mr. Kaufman reimburses the Company for the Company's incremental cost of such travel and/or pays the relevant third parties directly, and therefore the value of such travel is not treated as compensation to Mr. Kaufman. Typically, Mr. Kaufman's spouse accompanies him on personal and business flights at no incremental cost to the Company.

              Mr. Schiffman.    As part of the agreement for Mr. Schiffman to move to the New York City metropolitan area to accept the position of Executive Vice President and Chief Financial Officer, the Company agreed to compensate Mr. Schiffman for various costs of relocating from Austin, Texas, including airfare for certain trips between the New York City metropolitan area and Austin, Texas until his family joined him in the New York City metropolitan area during the third quarter of 2016, the payment of certain brokerage fees in connection with the disposition of his home, costs of temporary housing, moving expenses and associated tax gross-ups. We do not expect these amounts to be recurring, and though the applicable compensation disclosure rules require us to disclose the value of these items as compensation, we did not take them into account in determining the other components of Mr. Schiffman's compensation, as we view them as a cost to the Company in facilitating Mr. Schiffman's move to the New York City metropolitan area.


      Table of Contents

      Tax Deductibility

              Whenever possible, we endeavor to structure our compensation program so that the compensation we pay is deductible by the Company for federal income tax purposes. Because of the use of performance conditions in connection with our equity awards and annual bonuses, and the fact that no salaries are in excess of one$1 million dollars, these three components arepaid to our current named executive officers and certain former named executive officers will generally not be tax deductible. The Committee reserves the right to pay compensation that is not fully tax deductible byif it determines that such compensation is consistent with the Company. However, under applicable rules of the Internal Revenue Service, the personal use of corporate aircraft leads to a disallowance of the deduction of certain airplane and related costs.Company’s best interests.


      COMPENSATION AND HUMAN RESPOURCES COMMITTEE REPORT

       

      The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in IAC's 2016Match Group’s 2020 Annual Report on Form 10-K and this proxy statement.

      Members of the Compensation and Human Resources Committee

      Bonnie

      Ann L. McDaniel (Chairperson)

      Melissa Brenner

      Pamela S. Hammer (Chairperson)
      David RosenblattSeymon


      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

       

      The membership of the Compensation and Human Resources Committee during 2020 consisted of Ms. HammerMses. McDaniel (Chairperson) and Mr. Rosenblatt during 2016. NeitherSeymon prior to the Separation and Mses. Brenner, McDaniel (Chairperson) and Seymon following the Separation. None of them has ever been an officer or employee of IACMatch Group (or, prior to the Separation, IAC) at any time during their respective service on the committee.


      Table of Contents


      EXECUTIVE COMPENSATION

      Overview

       The

      Overview

      This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executives in 2016,executive officers for our fiscal year ended December 31, 2020, as well as Company equityMatch Group awards madegranted to our named executivesexecutive officers in 2016, Company2020, Match Group and Former IAC equity awards held by our named executivesexecutive officers on December 31, 20162020, and the dollar value realized by our named executivesexecutive officers upon the vesting and exercise of Match Group and Former IAC equity awards during 2016.2020.

      2020 Summary Compensation Table

      The following table sets forth information concerning the compensation paid to each of our named executive officers for our fiscal year ended December 31, 2020.

      Name and
      Principal Position      		 Year  Salary
      ($)      		  Bonus
      ($)      		  Stock
      Awards
      ($)(1)      		  Option
      Awards
      ($)(2)      		  All Other
      Compensation
      ($)(3)      		  Total
      ($)      		 
      Sharmistha Dubey  2020  $729,508  $3,500,000  $9,465,624   —  $10,000  $13,705,132 
      Chief Executive Officer  2019  $625,000  $2,250,000  $2,999,961   —  $8,400  $5,883,361 
      (since Mar. ‘20; Pres. until Mar. ‘20)  2018  $550,000  $1,500,000  $11,999,986   —  $8,250  $14,058,236 
      Amanda Ginsberg  2020  $122,951   —   —   —  $10,000  $132,951 
      Former Chief Executive Officer  2019  $750,000  $2,600,000   —   —  $11,203  $3,361,203 
      (until Mar. ‘20)  2018  $750,000  $1,750,000   —   —  $8,250  $2,508,250 
      Gary Swidler  2020  $662,705  $2,000,000  $6,057,996   —  $10,000  $8,730,701 
      COO and CFO  2019  $593,753  $1,800,000  $2,999,995   —  $8,400  $5,404,149 
      (COO since Mar. ‘20)  2018  $550,000  $1,500,000   —  $1,599,200  $8,250  $3,657,450 
      Jared F. Sine  2020  $400,000  $700,000  $2,499,960   —  $10,000  $3,609,960 
      Chf. Bus. Aff. & Leg. Off. (Mar. ‘21)  2019  $395,753  $600,000  $1,499,969   —  $8,400  $2,504,122 
      Chief Legal Officer (until Mar. ‘21)  2018  $350,000  $500,000  $999,997   —  $8,250  $1,858,247 
      Philip Eigenmann  2020  $300,000  $220,000  $320,581   —  $10,000  $850,581 
      Chief Accounting Officer                            

      (1)Reflects the grant date fair value of Match Group RSU awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures.

      (2)These amounts represent the grant date fair value of Match Group stock options granted in the year indicated, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures.
      (3)Other compensation includes 401(k) matching contributions made by the Company for all named executive officers in all relevant periods.
      Name and Principal Position
      		 Year Salary
      ($)      		 Bonus
      ($)      		 Stock
      Awards
      ($)(1)      		 Option
      Awards
      ($)(2)      		 All Other
      Compensation
      ($)(3)      		 Total
      ($)      		 

      Barry Diller

      		  2016 $500,000 $2,000,000  —  — $1,184,234 $3,684,234 

      Chairman and Senior

      		  2015 $500,000  —  — $14,220,000 $1,136,025 $15,856,025 

      Executive

      		  2014 $500,000 $2,200,000  —  — $967,978 $3,667,978 

      Joseph Levin

      		  2016 $1,000,000 $2,500,000 $4,037,000 $2,580,000 $358,980 $10,475,980 

      Chief Executive Officer

      		  2015 $1,000,000 $1,250,000  — $8,066,000(4)$340,622 $10,656,622 

      (since June 2015)

      		                      

      Victor A. Kaufman

      		  2016 $100,000 $100,000 $349,968  — $16,796 $566,764 

      Vice Chairman

      		  2015 $100,000 $100,000 $349,972  — $16,796 $566,768 

      		  2014 $100,000 $100,000 $349,947  — $18,083 $568,030 

      Glenn H. Schiffman

      		  2016 $420,000 $1,750,000  — $2,942,000 $225,586 $5,337,586 

      Executive Vice President and

      		                      

      Chief Financial Officer

      		                      

      (since April 2016)

      		                      

      Mark Stein

      		  2016 $550,000 $1,000,000  — $1,935,000 $7,950 $3,492,950 

      Executive Vice President and

      		                      

      Chief Strategy Officer

      		                      

      (since January 2016)

      		                      

      Gregg Winiarski

      		  2016 $500,000 $1,250,000  — $1,290,000 $7,950 $3,047,950 

      Executive Vice

      		  2015 $500,000 $1,500,000  — $1,476,000 $7,950 $3,483,950 

      President, General

      		  2014 $500,000 $1,000,000  — $2,447,500 $7,800 $3,955,300 

      Counsel and Secretary

      		                      

      (1)
      Reflects the dollar value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

      (2)
      Unless otherwise indicated, these amounts represent the grant date fair value of stock option awards using the Black-Scholes option pricing model. For details regarding the assumptions used to calculate these amounts in 2016, see footnote 3 to the "Grants

      Grants of Plan-Based Awards in 2016"2020

      The table on page 31. In 2015, Mr. Levin wasbelow provides information regarding the Match Group RSU awards granted a stock option award with vesting tied to continued employment and a performance stock option award with vesting tied to continued employment and exercisability tied toour named executive officers in 2020. The number of RSUs listed does not reflect the satisfaction of certain performance-based conditions related to the Company's stock price. Accordingly, in the case of the related amount in the table above, $3,980,000 of this amount represents theJune 2020 Match Group Award Separation Adjustments. The grant date fair value of the stock option award with vesting tied to continued employment using the Black-Scholes option pricing model and $4,086,000 of this amount represents the grant date fair value of the performance stock option award using a lattice model that incorporates a Monte Carlo simulation of the Company's stock price.


      Table of Contents

      (3)
      Additional information regarding all other compensation amounts for each named executive in 2016 is as follows:
       
      		 Barry
      Diller      		 Joseph Levin Victor A.
      Kaufman      		 Glenn H.
      Schiffman      		 Mark Stein Gregg
      Winiarski      		 

      Personal use of Company aircraft(a)

      		 $1,113,542 $351,030  —  —  —  — 

      Parking garage

      		  —  — $10,796  —  —  — 

      Relocation costs and related tax reimbursements(b)

      		  —  —  — $225,586  —  — 

      401(k) plan Company match

      		 $7,950 $7,950 $6,000  — $7,950 $7,950 

      Miscellaneous(c)

      		 $62,742  —  —  —  —  — 
      ​​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​​ ​

      		 $1,184,234 $358,980 $16,796 $225,586 $7,950 $7,950 
      ​​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​​ ​
      ​​​​​​​​​​​​​​​​​​​​
      ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
      (a)
      Pursuant to the Company's Airplane Travel Policy, Mr. Diller is required to travel by Company-owned or chartered aircraft for both business and personal purposes and Mr. Levin is encouraged to use Company aircraft for business and personal travel when doing so would serve the interests of the Company. See the discussion regarding airplane travel under "Compensation Discussion and Analysis" on page 27. We calculate the incremental cost to the Company for personal use of Company aircraft based on the average variable operating costs to the Company. Variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the Company aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilots' salaries, the purchase costs of Company-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. Messrs. Diller and Levin occasionally had family members or other guests accompany them on business and personal trips. While travel by family members or other guests does not result in any incremental cost to the Company, such travel does result in the imputation of taxable income to Messrs. Diller and Levin, the amount of whichRSUs is calculated in accordance with applicable Internal Revenue Service rules.

      (b)
      Reflects $145,359 paid to or on behalf of Mr. Schiffman for certain costs related to the relocation of him and his family to the New York City metropolitan area and $80,227 in related tax reimbursements on income imputed to Mr. Schiffman for certain of these costs.

      (c)
      Represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. The total amount of other benefits provided reflects: (i) lease payments, parking, fuel, maintenance and other costs associated with Mr. Diller's personal use of an automobile leased and maintained by IAC and a cash car allowance, (ii) an allocation (based on square footage) of costs for the use of IAC office space by certain individuals who work for Mr. Diller personally, (iii) an allocation (based onmultiplying the number of personal computers and communication devices supportedRSUs by IAC)the closing market price of costs relating to the use by such individuals of the Company's information technology technical support and certain communications equipment and (iv) costs incurred for Mr. Diller's personal use of other car services.

      Table of Contents

      (4)
      In connection withMatch Group common stock on the grant of IAC stock options to Mr. Levindate.

      Name Grant
      Date      		  All Other
      Stock Awards:
      Number of
      Shares
      of Stock or
      Units (#)      		  Grant Date
      Fair Value
      of Stock
      Awards ($)      		 
      Sharmistha Dubey  2/18/20   123,411(1) $9,465,624 
      Amanda Ginsberg  —   —   — 
      Gary Swidler  2/18/20   78,983(2) $6,057,996 
      Jared F. Sine  2/18/20   32,594(3) $2,499,960 
      Philip Eigenmann  2/18/20   3,585(2) $274,970 
         7/15/20   473(4) $45,611 

      (1)These RSUs vest 50% on each of September 1, 2022 and 2023, subject to continued service.

      (2)These RSUs vest 50% on each of February 18, 2022 and 2023, subject to continued service.

      (3)These RSUs vest 33% on February 18, 2022, and 67% on February 18, 2023, subject to continued service.

      (4)These RSUs vest 100% on July 1, 2021, subject to continued service.

      Outstanding Equity Awards at the time he was appointed Chief Executive Officer of IAC in June 2015, Mr. Levin surrendered equity awards tied solely to the value of IAC's Search business.

      Grants of Plan-Based Awards in 2016
      2020 Fiscal Year-End

       

      The table below provides information regarding all IACMatch Group stock options and RSUs granted to our named executives in 2016.

      Name
      		 Grant Date All Other
      Stock Awards:
      Number of
      Shares of
      Stock or
      Units (#)      		 All Other
      Option Awards:
      Number of
      Securities
      Underlying
      Options (#)(1)      		 Exercise
      or Base
      Price of Option
      Awards
      ($/Sh)(2)      		 Grant Date
      Fair
      Value of
      Stock and
      Option Awards
      ($)      		 

      Barry Diller

      		  —  —  —  —  — 

      Joseph Levin

      		  2/10/16  —  200,000 $40.37 $2,580,000(3)

      		  2/10/16  100,000(4) —  — $4,037,000(5)

      Victor A. Kaufman

      		  2/10/16  8,669(4) —  — $349,968(5)

      Glenn H. Schiffman

      		  4/7/2016  —  200,000 $45.78 $2,942,000(3)

      Mark Stein

      		  2/10/16  —  150,000 $40.37 $1,935,000(3)

      Gregg Winiarski

      		  2/10/16  —  100,000 $40.37 $1,290,000(3)
      (1)
      Theseand IAC stock options, vested/vest in four equal installments on the anniversary of theas applicable, grant date, subject to continued employment.

      (2)
      The exercise price is equal to the fair market value per share (as defined in the applicable stock and annual incentive plan) of IAC common stock on the grant date.

      (3)
      Reflects the grant date fair value of stock option awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected volatility (based on the historical volatility of IAC common stock), risk-free interest rates (based on U.S. Treasury yields for notes with terms comparable to those of the stock options, in effect at the grant date), expected term (based on the historical exercise behavior of our employees) and dividend yield (based on historical dividend payments). The assumptions used to calculate the amounts in the table above for stock option awards granted to our named executives are as follows:        
      Named Executive
      		 Expected Volatility Risk-Free
      Interest Rate      		 Expected Term Dividend Yield 

      Joseph Levin

      		  30.27% 1.317%6.07 years  — 

      Glenn H. Schiffman

      		  30.18% 1.333%6.16 years  — 

      Mark Stein

      		  30.27% 1.317%6.07 years  — 

      Gregg Winiarski

      		  30.27% 1.317%6.07 years  — 
      (4)
      These RSUs vested/vest in three equal installments on the anniversary of the grant date, subject to continued employment.

      (5)
      Reflects the dollar value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

      Table of Contents

      Outstanding Equity Awards at 2016 Fiscal Year-End

              The table below provides information regarding IAC equity awards held by our named executivesexecutive officers on December 31, 2016.2020. The market value of allMatch Group RSU awards is based on the closing market price of IACMatch Group common stock on December 30, 2016 ($64.79).

       
      		 Option Awards Stock Awards(1) 
      Name
      		 Number of
      securities
      underlying
      unexercised
      options
      (#)      		 Number of
      securities
      underlying
      unexercised
      options
      (#)      		 Option
      exercise
      price
      ($)      		 Option
      expiration
      date      		 Number of
      shares or
      units of stock
      that have not
      vested
      (#)      		 Market value
      of shares or
      units of stock
      that have not
      vested
      ($)      		 
       
      		 (Exercisable)
      		 (Unexercisable)
      		  
      		  
      		  
      		  
      		 

      Barry Diller

      		  300,000  — $31.89  4/20/21  —  — 

      		  125,000(2) 375,000(2)$67.45  3/29/25  —  — 

      		  125,000(2) 375,000(2)$84.31  3/29/25  —  — 

      Joseph Levin

      		  250,000  — $19.03  12/17/19  —  — 

      		  100,000  — $60.00  2/2/22  —  — 

      		  112,500  — $45.78  2/2/22  —  — 

      		  50,000(2) 50,000(2)$66.30  8/1/24  —  — 

      		  50,000(3) 350,000(3)$77.26  6/24/25  —  — 

      		  —  200,000(2)$40.37  2/10/26  —  — 

      		  —  —  —  —  330,432 $21,408,689 

      Victor A. Kaufman

      		  200,000  — $30.90  3/30/21  —  — 

      		  —  —  —  —  14,215 $920,991 

      Glenn H. Schiffman

      		  —  200,000(2)$45.78  4/7/26  —  — 

      Mark Stein

      		  14,323  — $20.05  1/31/18  —  — 

      		  75,000  — $16.28  12/17/18  —  — 

      		  100,000  — $60.00  2/2/22  —  — 

      		  87,500  — $45.78  2/2/22  —  — 

      		  25,000(4) 175,000(4)$70.88  9/17/25  —  — 

      		  —  150,000(2)$40.37  2/10/26  —  — 

      		  —  —  —  —  94,346 $6,112,677 

      Gregg Winiarski

      		  50,000  — $21.60  2/16/20  —  — 

      		  200,000  — $30.90  3/30/21  —  — 

      		  175,000  — $45.78  2/2/22  —  — 

      		  33,003(2) 11,002(2)$47.06  5/3/23  —  — 

      		  62,500(2) 62,500(2)$71.55  3/28/24  —  — 

      		  25,000(2) 75,000(2)$61.68  2/11/25  —  — 

      		  —  100,000(2)$40.37  2/10/26  —  — 

      		  —  —  —  —  5,313 $344,229 

      Table of Contents

      (1)
      The table below provides the following information regarding RSUs held by each of our named executives151.19) on December 31, 2016: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2016, (iii) the market value of RSUs outstanding on December 31, 2016, (iv) the vesting schedule for each award and (v) the total number of RSUs that vested/are scheduled to vest in each of the fiscal years ending December 31, 2017, 2018 and 2019.
      2020.

        Option Awards(1)  Stock Awards(1)(2) 
      Name Number of
      securities
      underlying
      unexercised
      options
      (#)      		  Number of
      securities
      underlying
      unexercised
      options
      (#)      		  Option
      exercise
      price
      ($)      		  Option
      expiration
      date      		  Number of
      shares or
      units of
      stock
      that have
      not vested(#)      		  Market value
      of shares or
      units of stock
      that have
      not vested
      ($)      		 
        (Exercisable)  (Unexercisable)             
      Sharmistha Dubey                        
      Match Group stock options  —   47,517(3) $16.4813   2/9/27   —   — 
      Match Group stock options(4)  10,792   —  $20.9839   12/1/26   —   — 
      Match Group RSUs  —   —   —   —   376,592  $56,936,945 
      IAC stock options(5)  5,000   —  $19.9285   12/1/26   —   — 
      Amanda Ginsberg                        
      Match Group stock options  —   40,728(3) $16.4816   2/9/27   —   — 
      Match Group stock options  —   230,796(6) $21.3519   9/29/27   —   — 
      Match Group RSUs  —   —   —   —   54,304  $8,210,222 
      Gary Swidler                        
      Match Group stock options  30,857   —  $14.2162   9/17/25   —   — 
      Match Group stock options  68,619   33,940(3) $16.4813   2/9/27   —   — 
      Match Group stock options  —   108,608(7) $37.7136   2/22/28   —   — 
      Match Group stock options(4)  10,792   —  $20.9839   12/1/26   —   — 
      Match Group RSUs  —   —   —   —   135,314  $20,458,124 
      Jared F. Sine                        
      Match Group stock options  —   27,152(3) $16.4814   2/9/27   —   — 
      Match Group RSUs  —   —   —   —   87,041  $13,159,729 
      Philip Eigenmann                        
      Match Group stock options  —   11,133(3) $16.4819   2/9/27   —   — 
      Match Group stock options  10,861   10,861(8) $24.768   11/7/27   —   — 
      Match Group RSUs  —   —   —   —   8,649  $1,307,642 

       
      		  
      		 Market
      Value of
      Unvested
      RSUs as
      of 12/31/16
      ($)      		  
      		  
      		  
      		 
       
      		 Number of
      Unvested
      RSUs as
      of 12/31/16
      (#)      		  
      		  
      		  
      		 
       
      		 Vesting Schedule (#) 
      Name and Grant Date
      		 2017 2018 2019 

      Barry Diller

      		  —  —  —  —  — 

      Joseph Levin

      		                

      4/2/13

      		  55,432 $3,591,439  55,432  —  — 

      7/29/14

      		  175,000 $11,338,250  87,500  —  87,500 

      2/10/16

      		  100,000 $6,479,000  33,333  33,333  33,334 

      Victor A. Kaufman

      		                

      2/11/14

      		  1,763 $114,225  1,763  —  — 

      2/11/15

      		  3,783 $245,101  1,891  1,892  — 

      2/10/16

      		  8,669 $561,665  2,889  2,890  2,890 

      Glenn H. Schiffman

      		  —  —  —  —  — 

      Mark Stein

      		                

      4/2/13

      		  44,346 $2,873,177  44,346  —  — 

      9/17/15

      		  50,000 $3,239,500  —  25,000  25,000 

      Gregg Winiarski

      		                

      5/3/13

      		  5,313 $344,229  5,313  —  — 
      (2)
      These stock options vested/vest in four equal installments on the anniversary of the applicable grant date, subject to continued employment.

      (3)
      Consists of: (i) 200,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued employment (50,000 of which were vested on December 31, 2016), and (ii) 200,000 performance stock options that vest in four equal installments on the anniversary of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $115.89 (a 50% increase to the closing price of the Company's common stock on the grant date) at any time during the period during which the stock options are outstanding. As of December 31, 2016 and the date of this proxy statement, the performance condition for the performance stock options described in (ii) above had not been satisfied.

      (4)
      Consists of: (i) 100,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued employment (25,000 of which were vested as of December 31, 2016), and (ii) 100,000 performance stock options that vest in four equal installments on the anniversary of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $106.32 (a 50% increase to the closing price of the Company's common stock on the grant date) at any time during the period during which the stock options are outstanding. As of December 31, 2016 and the date of this proxy statement, the performance condition for the performance stock options described in (ii) above had not been satisfied.

      (1)For information on the treatment of Match Group stock options and RSUs upon a termination of employment (including certain terminations during specified periods following a change in control of Match Group), see the discussion under Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control. The number of RSUs, and the number and exercise price of Match Group stock options, reflect the June 2020 Match Group Award Separation Adjustments. The number and exercise price of IAC stock options reflect the June 2020 IAC Option Separation Adjustments.

      (2)The table below provides the following information regarding Match Group RSUs held by each of our named executive officers on December 31, 2020: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2020, (iii) the market value of RSUs outstanding on December 31, 2020 and (iv) the vesting schedule for each award.

       Number of
      Unvested
      RSUs as
      of 12/31/20      		  Market
      Value of
      Unvested
      RSUs as
      of 12/31/20      		  Vesting Schedule (#) 
      Name and Grant Date (#)  ($)   2021   2022   2023 
      Sharmistha Dubey                    
      2/22/18  106,062  $16,035,514   106,062   —   — 
      8/6/18  113,103  $17,100,043   —   113,103   — 
      5/13/19  29,858  $4,514,231   14,928   14,930   — 
      2/18/20  127,569  $19,287,157   —   63,783   63,786 
      Amanda Ginsberg                    
      9/29/17  54,304  $8,210,222   —   54,304   — 
      Gary Swidler                    
      2/14/19  53,670  $8,114,367   26,834   26,836   — 
      2/18/20  81,644  $12,343,756   —   40,822   40,822 
      Jared F. Sine                    
      2/22/18  26,515  $4,008,803   26,515   —   — 
      2/14/19  26,834  $4,057,032   —   26,834   — 
      2/18/20  33,692  $5,093,893   —   11,229   22,463 
      Philip Eigenmann                    
      2/14/19  4,471  $675,970   —   4,471   — 
      2/18/20  3,705  $560,159   —   1,853   1,852 
      7/15/20  473  $71,513   473   —   — 

      (3)These Match Group stock options vested/vest 25% on each of February 9, 2018, 2019, 2020 and 2021, subject to continued service.

      (4)These Match Group stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments.

      (5)These IAC stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments. The Former IAC stock options were granted to Former Match Group executives by the Former IAC Compensation and Human Resources Committee in December 2016 in respect of services they provided to Match Group.

      (6)These Match Group stock options vested/vest 25% on each of September 29, 2018, 2019, 2020 and 2021, subject to continued service.

      (7)These Match Group stock options vest 100% on February 22, 2021, subject to continued service.

      (8)These Match Group stock options vested/vest 25% on each of November 7, 2018, 2019, 2020 and 2021, subject to continued service.

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      20162020 Option Exercises and Stock Vested

       

      The table below provides information regarding the number of shares acquired by our named executivesexecutive officers upon the exercise of Match Group stock options and/orand the vesting of RSU awardsMatch Group RSUs in 20162020, and the related value realized, excluding the effect of any applicable taxes. The dollar value realized upon the exercise of stock options represents the difference between the sale price of the shares acquired upon exercise and the exercise price of the stock options, multiplied by the number of stock options exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the vesting date, multiplied by the number of RSUs so vesting.realized.

      Name Number of
      Shares
      Acquired on
      Exercise
      (#)(1)      		  Value
      Realized
      on
      Exercise
      ($)(1)      		  Number of
      Shares
      Acquired on
      Vesting
      (#)      		  Value
      Realized
      on
      Vesting
      ($)      		 
      Sharmistha Dubey  214,170  $13,429,889   75,733  $5,889,252 
      Amanda Ginsberg  1,014,837  $59,476,814   106,838  $9,981,390 
      Gary Swidler  300,000  $25,555,140   61,291  $4,765,375 
      Jared F. Sine  94,148  $8,759,917   26,267  $2,042,259 
      Philip Eigenmann  35,126  $3,627,275   —   — 

      Name
      		 Number of
      Shares
      Acquired
      Upon Exercise
      (#)      		 Value
      Realized
      Upon Exercise
      ($)      		 Number of
      Shares
      Acquired
      Upon Vesting
      (#)      		 Value
      Realized
      Upon Vesting
      ($)      		 

      Barry Diller

      		  —  —  —  — 

      Joseph Levin

      		  —  —  55,432 $2,584,794 

      Victor A. Kaufman

      		  190,971 $5,529,775  6,240 $268,103 

      Glenn H. Schiffman

      		  —  —  —  — 

      Mark Stein

      		  —  —  44,345 $2,067,807 

      Gregg Winiarski

      		  50,000 $1,665,583  5,312 $254,073 

      (1)In addition to these numbers of shares acquired upon the exercise of Match Group stock options and the related value realized, each of Ms. Ginsberg and Mr. Swidler exercised 5,000 IAC stock options in 2020, resulting in the acquisition of 5,000 IAC shares by each of them, and value realized of $698,158 by Ms. Ginsberg and $577,633 by Mr. Swidler. These IAC stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments. The Former IAC stock options were granted to Former Match Group executives by the Former IAC Compensation and Human Resources Committee in December 2016 in respect of services the provided to Match Group.

      Estimated Potential Payments Upon Termination or Change in Control of IAC

       

      Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executivesexecutive officers to continued base salary payments, continued health coverage, the acceleration of the vesting of equity awards, and/or extended post-termination exercise periods for stock options upon certain terminations of employment (including certain terminations during specified periods following a change in control of IAC)Match Group). These arrangements are

      Amounts and Benefits Payable Upon a Qualifying Termination or Due to Death or Disability

      Upon a termination of the named executive officer’s employment by the Company without cause (other than by reason of death or disability) or the named executive officer’s resignation for good reason (a “Qualifying Termination”) as of December 31, 2020, pursuant to the terms of such named executive officer’s employment agreement in effect at the time, and subject to the execution and non-revocation of a release and compliance with customary post-termination covenants as further described below, as theyeach of Ms. Dubey and Messrs. Swidler and Sine is entitled to:

      salary continuation for 12 months from the date of such Qualifying Termination, subject to offset for any amounts earned from other employment;

      acceleration of the vesting of the portion of any outstanding and unvested Match Group equity awards that would have appliedvested through the first anniversary of the date of such Qualifying Termination; and

      continued coverage under the Company’s group health plan or monthly payments necessary to cover the full premiums for continued coverage under the Company’s plan through COBRA, which payments will be grossed up for applicable taxes, for up to 12 months following the date of such Qualifying Termination (but ceasing once equivalent employer-paid coverage is otherwise available to the named executive officer).

      Upon a termination of employment due to death or disability, each of Ms. Dubey and Messrs. Swidler and Sine (or their designated beneficiaries) will be entitled to payment of base salary through the end of the month in which such termination occurs. Additionally, upon a termination due to death, the portion of any outstanding and unvested Match Group equity awards that would have vested through the first anniversary of the date of such termination will vest.

      Pursuant to their respective employment agreements in effect on December 31, 2020, each of Ms. Dubey and Messrs. Swidler and Sine is bound by covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners during the term of the executive’s employment, and for 24 months thereafter in the case of Ms. Dubey, and 12 months thereafter in the case of Messrs. Swidler and Sine. Each of Ms. Dubey and Messrs. Swidler and Sine has also agreed not to use or disclose any confidential information of Match Group or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.


      Amounts and Benefits Payable Upon a Qualifying Termination Following a Change in Control

      There are no arrangements with the named executive officers that provide for payments solely upon a change in control of Match Group. Upon a Qualifying Termination that occurs during the two-year period following a change in control of Match Group, in accordance with the 2015 Plan and the 2017 Plan, the vesting of all then outstanding and unvested Match Group stock options and/or Match Group RSUs, as applicable, held by each named executive officer is accelerated, and pursuant to their respective employment agreements, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to receive the amounts set forth above under “Amounts and Benefits Payable Upon a Qualifying Termination.”

      Additional Amounts and Other Amounts and Benefits Payable to Chief Executive Officer Upon Termination

      Pursuant to the terms of Ms. Dubey’s employment agreement in effect on December 31, 2016.2020, if Ms. Dubey elects to terminate her employment other than for good reason at any time following March 1, 2021, and she has not engaged in conduct that would constitute cause, and subject to the execution and non-revocation of a release and compliance with the post-termination covenants described above under “Amounts and Benefits Payable Upon a Qualifying Termination,” she will be entitled to accelerated vesting of fifty percent of any then unvested portion of outstanding Match Group equity awards.

       Certain

      Potential Payments Upon Termination or Change in Control Table

      The amounts that would have become payable to our named executivesexecutive officers upon the events described above, (as and if applicable), assuming that the relevant event occurred ona termination date of December 31, 2016,2020, are described and quantified in the table below. These amounts, which, with the exception of the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes, are based on the named executive'sexecutive officer’s base salary, and the number of IACMatch Group stock options and/or RSUs outstanding, on December 31, 2016 and the closing price of IACMatch Group common stock ($64.79) on December 30, 2016. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued vacation time and outplacement services, will generally be payable to named executives.

        Messrs. Diller, Levin and Stein

              No payments would have been made to Messrs. Diller, Levin and Stein pursuant to any agreement between the Company and these named executives upon a termination without cause or due to death or disability or a resignation for good reason151.19), on December 31, 2016. 2020.

      Name and Benefit Qualifying
      Termination      		  Qualifying
      Termination
      During the Two
      Year Period Following a
      Change in
      Control of
      Match Group      		  Death 
      Sharmistha Dubey            
      Continued salary $750,000  $750,000   — 
      Continued health coverage(1) $62,555  $62,555   — 
      Market value of Match Group options that would vest(2) $6,400,953  $6,400,953  $6,400,953 
      Market value of Match Group RSUs that would vest(3) $18,292,478  $56,936,945  $18,292,478 
      Total estimated incremental value $25,505,986  $64,150,453  $24,693,431 
      Gary Swidler            
      Continued salary $675,000  $675,000   — 
      Continued health coverage(1) $71,572  $71,572   — 
      Market value of Match Group options that would vest(2) $16,896,458  $16,896,458  $16,896,458 
      Market value of Match Group RSUs that would vest(3) $4,057,032  $20,458,124  $4,057,032 
      Total estimated incremental value $21,700,063  $38,101,155  $20,953,491 
      Jared F. Sine            
      Continued salary $400,000  $400,000   — 
      Continued health coverage(1) $62,555  $62,555   — 
      Market value of Match Group options that would vest(2) $3,657,608  $3,657,608  $3,657,608 
      Market value of Match Group RSUs that would vest(3) $4,008,803  $13,159,729  $4,008,803 
      Total estimated incremental value $8,128,965  $17,279,892  $7,666,411 
      Philip Eigenmann            
      Market value of Match Group options that would vest(2)  —  $2,872,775   — 
      Market value of Match Group RSUs that would vest(3)  —  $1,307,642   — 
      Total estimated incremental value  —  $4,180,417   — 

      (1)Represents the total payments necessary to cover the full premiums for continued coverage under the Company’s medical and dental plans through COBRA for 12 months, grossed up for applicable taxes. For Ms. Dubey and Mr. Sine, the COBRA rates reflect the named executive officer’s coverage level elections as of December 31, 2020. Mr. Swidler had not elected to participate in Company healthcare coverage as of December 31, 2020, therefore the amount indicated represents the COBRA rates that would apply if he had elected the highest levels of coverage as of such date.

      (2)Represents the difference between the closing price of Match Group common stock ($151.19) on December 31, 2020 and the exercise prices of in-the-money Match Group stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of Match Group stock options so accelerated.

      (3)Represents the closing price of Match Group common stock ($151.19) on December 31, 2020, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event.

      CEO Pay Ratio

      In addition, no payments would have been madeaccordance with Item 402(u) under Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), we are required to Messrs. Diller, Levin and Stein pursuantdisclose the ratio of our median employee’s annual total compensation to any agreement between the Company and these named executives uponannual total compensation of our Chief Executive Officer, Sharmistha Dubey. The pay ratio disclosure set forth below is a changereasonable estimate calculated in control of IAC ona manner consistent with applicable SEC rules.

      For the fiscal year ended December 31, 2016. Lastly, upon a termination without cause or resignation for good reason on2020: (i) the estimated median of the annual total compensation of all Match Group employees (other than Ms. Dubey) was approximately $117,228, (ii) Ms. Dubey’s annual total compensation, as reported under Executive Compensation—2020 Summary Compensation Table was $13,705,132, and (iii) the ratio of annual total compensation of Ms. Dubey to the median of the annual total compensation of our other employees was 117 to 1.

      In making the determinations above, we first identified our total number of employees as of December 31, 2016 that occurred during the two (2) year period following a change2020 (1,939 in controltotal, 1,163 of IAC, in accordance with the applicable omnibus stock and incentive plan and the related award agreements, the vesting of all then outstanding and unvested stock options and/or RSUs, as applicable, held by Messrs. Diller, Levin and Stein would have been accelerated.


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              In addition,which were located in the caseUnited States and 776 of Mr. Diller only, under the Equity and Bonus Compensation Agreement, dated August 24, 1995, between the Company and Mr. Diller, we agreed that to the extent any payment or distribution by the Company to or for the benefit of Mr. Diller (whether under the terms of the related agreement or otherwise) would be subject to the excise tax imposed by §4999 of the Internal Revenue Code, or any interest or penalties are incurred by Mr. Diller with respect to such excise tax, then Mr. Diller would be entitled to a gross-up payment covering the excise taxes and related interest and penalties. Given that Mr. Diller would not have received any payments or other benefits upon an assumed changewhich were collectively located in control of IAC at the end of 2016, the Company does not believe that any excise tax would be imposed or that any gross-up would be required.

        Mr. Kaufman

              Upon a termination without cause or resignation for good reason on December 31, 2016, pursuant to the terms of his employment agreement, Mr. Kaufman would have been entitled to:

        •
        the partial vesting of outstanding and unvested RSUs in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the 12-month period following such termination of employment; and

        •
        continue to have the ability to exercise his vested stock options through June 30, 2018.

              No payments would have been made to Mr. Kaufman pursuant to any agreement between the Company and Mr. Kaufman upon a change in control of IAC on December 31, 2016. Upon a termination without cause or resignation for good reason on December 31, 2016 that occurred during the two (2) year period following a change in control of IAC, in accordance with our omnibus stock and annual incentive plans and the related award agreements, the vesting of all then outstanding and unvested RSUs held by Mr. Kaufman would have been accelerated. For Mr. Kaufman, "good reason" means a material breach of his amended employment agreement by the Company that it fails to remedy.

        Mr. Schiffman

              Upon a termination without cause or resignation for good reason on December 31, 2016, pursuant to the terms of his employment agreement, Mr. Schiffman would have been entitled to:

        •
        receive 12 months of his base salary, subject to the execution and non-revocation of a release and compliance with post-termination confidentiality, non-competition (12 months), non-solicitation of employees (18 months), non-solicitation of business partners (18 months) and assignment of certain employee developments covenants, and subject to offset for any amounts earned from other employment during the severance period;

        •
        the vesting of all outstanding and unvested stock options granted to him in 2016;

        •
        the partial vesting of outstanding and unvested stock options and/or RSUs (as applicable) granted after 2016 (including cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the 12-month period following such termination of employment; and

        •
        continue to have the ability to exercise his vested stock options through June 30, 2018.

              No payments would have been made to Mr. Schiffman pursuant to any agreement between the Company and Mr. Schiffman upon a change in control of IAC on December 31, 2016. Upon a termination without cause or resignation for good reason on December 31, 2016 that occurred during the two (2) year period following a change in control of IAC, in accordance with our omnibus stock


      Table of Contents

      and annual incentive plans and the related award agreements, the vesting of all then outstanding and unvested stock options held by Mr. Schiffman would have been accelerated.

              For Mr. Schiffman, "good reason" includes: (i) a material diminution in the authorities, duties or responsibilities of the person to whom Mr. Schiffman is required to report (IAC's Chief Executive Officer), (ii) a material reduction in his title, duties or level of responsibilities, including any circumstances under which IAC is no longer publicly traded and is controlled by another company, (iii) a material reduction in his base salary, (iv) a relocation of his principal place of employmentvarious jurisdictions outside of the New York City metropolitan area, and (v) any other action or inaction that constitutes a material breach by IAC of his employment agreement,United States). We then excluded employees located in each case, without the written consent of Mr. Schiffman or that is not cured promptly after notice.

        Mr. Winiarski

              Upon a termination without cause or resignation for good reason on December 31, 2016, pursuant to the terms of his employment agreement, Mr. Winiarski would have been entitled to:

        •
        receive 12 months of his base salary, subject to the execution and non-revocation of a release and compliance with post-termination confidentiality, non-competition (12 months), non-solicitation of employees (18 months), non-solicitation of business partners (12 months) and assignment of certain employee developments covenants, and subject to offset for any amounts earned from other employment during the severance period;

        •
        the partial vesting of outstanding and unvested stock options and RSUs in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the 12-month period following such termination of employment; and

        •
        continue to have the ability to exercise his vested stock options through June 30, 2018.

              No payments would have been made to Mr. Winiarski pursuant to any agreement between the Company and Mr. Winiarski upon a change in control of IAC on December 31, 2016. Upon a termination without cause or resignation for good reason on December 31, 2016 that occurred during the two (2) year period following a change in control of IAC, in accordance with our omnibus stock and annual incentive plans and the related award agreements, the vesting of all then outstanding and unvested stock options and RSUs held by Mr. Winiarski would have been accelerated.

              For Mr. Winiarski, "good reason" includes: (i) a material adverse change in his title, duties or level of responsibilities, (ii) a material reduction in his base salary, (iii) a material relocation of his principal place of employmentjurisdictions outside of the New York City metropolitan area,United States, which together comprise less than 5% of our total employees: Australia (2 employees), China (1 employee), Germany (15 employees), India (11 employees), Indonesia (3 employees), Ireland (10 employees), Italy (2 employees), Korea (4 employees), Singapore (10 employees), Spain (1 employee), Sweden (1 employee), Switzerland (1 employee), Thailand (1 employee), the United Kingdom (16 employees) and (iv) a material adverse changeVietnam (1 employee). After excluding employees in reporting structurethese jurisdictions, our pay ratio calculation included 1,860 of our total 1,939 employees.

      To identify our median employee from this employee population, as permitted by SEC rules, we selected base pay in 2020 as our consistently applied compensation measure, which we then compared across the applicable employee population. We annualized the compensation of permanent employees who were hired in 2020 but did not work for us for the entire year. After we identified the median employee, we determined such that he is no longer reporting to a Company officer with a title ofemployee’s annual total compensation in the same manner as we determined Ms. Dubey’s annual total compensation disclosed under Executive Vice President or above that reports to the Company's Chairman or Vice Chairman, in each case, without the written consent of Mr. Winiarski or that is not cured promptly after notice.Compensation—2020 Summary Compensation Table.


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      Name and Benefit
      		 Termination of
      Employment Without
      Cause or Resignation
      for Good Reason      		 Termination of
      Employment Without
      Cause or Resignation
      for Good Reason
      During the Two Year
      Period Following a
      Change in Control of IAC      		 

      Barry Diller

      		       

      Continued Salary

      		  —  — 

      Market Value of stock options that would vest

      		  —  — 

      Market Value of RSUs that would vest

      		  —  — 
      ​​​ ​ ​​ ​ ​

      Total Estimated Incremental Value

      		  —  — 
      ​​​ ​ ​​​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Joseph Levin

      		       

      Continued Salary

      		  —  — 

      Market Value of stock options that would vest(1)

      		  — $4,884,000(3)

      Market Value of RSUs that would vest(2)

      		  — $21,408,689(4)
      ​​​ ​ ​​​ ​

      Total Estimated Incremental Value

      		  — $26,292,689 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Victor A. Kaufman

      		       

      Continued Salary

      		  —  — 

      Market Value of stock options that would vest

      		  —  — 

      Market Value of RSUs that would vest(2)

      		 $423,986(5)$920,991(4)
      ​​​ ​ ​​ ​ ​

      Total Estimated Incremental Value

      		 $423,986 $920,991 
      ​​​ ​ ​​​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Glenn H. Schiffman

      		       

      Continued Salary

      		 $600,000 $600,000 

      Market Value of stock options that would vest(1)

      		 $3,802,000(6)$3,802,000(3)

      Market Value of RSUs that would vest

      		  —  — 
      ​​​ ​ ​​​ ​

      Total Estimated Incremental Value

      		 $4,402,000 $4,402,000 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Mark Stein

      		       

      Continued Salary

      		  —  — 

      Market Value of stock options that would vest(1)

      		  — $3,663,000(3)

      Market Value of RSUs that would vest(2)

      		  — $6,112,677(4)
      ​​​ ​ ​​ ​ ​

      Total Estimated Incremental Value

      		  — $9,775,677 
      ​​​ ​ ​​​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Gregg Winiarski

      		       

      Continued Salary

      		 $500,000 $500,000 

      Market Value of stock options that would vest(1)

      		 $883,315(7)$2,870,315(3)

      Market Value of RSUs that would vest(2)

      		 $344,229(5)$344,229(4)
      ​​​ ​ ​​​ ​

      Total Estimated Incremental Value

      		 $1,727,544 $3,714,544 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

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      (1)
      Represents the difference between the closing price of IAC common stock ($64.79) on December 30, 2016 and the exercise price(s) of all in-the-money stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of stock options accelerated.

      (2)
      Represents the closing price of IAC common stock ($64.79) on December 30, 2016, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event specified above.

      (3)
      Represents the value of stock options that would have vested upon a termination of employment without cause or resignation for good reason on December 31, 2016 that occurred during the two (2) year period following a change in control of IAC in accordance with the applicable omnibus stock and annual incentive plan and the related award agreements.

      (4)
      Represents the value of RSUs that would have vested upon a termination of employment without cause or resignation for good reason on December 31, 2016 that occurred during the two (2) year period following a change in control of IAC in accordance with the applicable omnibus stock and annual incentive plan and the related award agreements.

      (5)
      Represents the value of RSUs that would have otherwise vested during the 12-month period following a termination of employment without cause or resignation for good reason in accordance with the terms of the employment agreements of Messrs. Kaufman and Winiarski.

      (6)
      Represents the value of stock options that would have vested upon a termination of employment without cause or resignation for good reason on December 31, 2016 in accordance with the terms of Mr. Schiffman's employment agreement.

      (7)
      Represents the value of stock options that would have otherwise vested during the 12-month period following a termination of employment without cause or resignation for good reason in accordance with the terms of Mr. Winiarski's employment agreement.

      Equity Compensation Plan Information

      Securities Authorized for Issuance Under Equity Compensation Plans.The following table summarizes information, as of December 31, 2016,2020, regarding IACMatch Group equity compensation plans pursuant to which grants of IACMatch Group stock options, IACMatch Group RSUs or other rights to acquire shares of IACMatch Group common stock may be made from time to time.

      Plan Category Number of Securities
      to be Issued upon
      Exercise of
      Outstanding
      Options, Warrants
      and Rights
      (A)      		  Weighted-Average
      Exercise Price of
      Outstanding
      Options,
      Warrants and
      Rights
      (B)      		  Number of Securities
      Remaining Available
      for Future Issuance
      Under Equity
      Compensation Plans
      (Excluding
      Securities
      Reflected
      in Column (A))
      (C)      		 
      Equity compensation plans approved by security holders(1)  11,988,309(2) $19.48   33,604,865 
      Equity compensation plans not approved by security holders  —   —   — 
      Total  11,988,309(2) $19.48   33,604,865 

      Plan Category
      		 Number of Securities
      to be Issued upon
      Exercise of
      Outstanding Options,
      Warrants and
      Rights(1)
      (A)      		 Weighted-Average
      Exercise Price of
      Outstanding
      Options,
      Warrants and
      Rights
      (B)      		 Number of Securities
      Remaining Available
      for Future Issuance
      Under Equity
      Compensation Plans
      (Excluding
      Securities Reflected
      in Column (A))
      (C)      		 

      Equity compensation plans approved by security holders(2)

      		  10,245,663(3)$52.41  4,776,918(4)

      Equity compensation plans not approved by security holders

      		  —  —  — 

      Total

      		  10,245,663(3)$52.41  4,776,918(4)
      (1)
      Information excludes 3,941,292 shares that may be issuable upon the settlement of subsidiary-level equity awards (after giving effect to the withholding of shares to cover taxes due) that relate to subsidiaries of IAC and Match Group, Inc. ("Match Group"), based on the estimated values of such awards as of December 31, 2016. For a description of these awards, see the discussion under

      (1)Consists of the 2015 Plan, the 2017 Plan and the Match Group, Inc 2020 Stock and Annual Incentive Plan (the “2020 Plan”). For a description of the 2015 Plan, the 2017 Plan and the 2020 Plan, see the first two paragraphs of Note 11 to the consolidated and combined financial statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated herein by reference.

      (2)Includes an aggregate of: (i) up to 4,563,044 shares issuable upon the vesting of Match Group RSUs, which includes performance-based RSUs and reflects the maximum number of RSUs that would vest if the highest level of performance condition is achieved, and (ii) 7,425,265 shares issuable upon the exercise of outstanding Match Group stock options, in each case, as of December 31, 2020.

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        the caption "Equity Instruments Denominated in the Shares of Certain Subsidiaries" in Note 13 to the consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2016, which is incorporated herein by reference.

        Following the completion of Match Group's initial public offering in November 2015, subsidiary-level equity awards that relate to Match Group subsidiaries are settleable, at IAC's election, in shares of IAC common stock or Match Group common stock. To the extent that shares of IAC common stock are issued in settlement of these awards, Match Group will reimburse IAC for the cost of those shares by issuing IAC additional shares of Match Group common stock.

        The number of shares ultimately needed to settle subsidiary-level equity awards can vary from the estimated numbers disclosed above as a result of both movements in our stock price and determinations of the fair value of the relevant subsidiaries that differ from our estimated determinations of the fair value of such subsidiaries as of December 31, 2016.

      (2)
      Consists of IAC's 2008 and 2013 Stock and Annual Incentive Plans. For a description of these stock and annual incentive plans, see the first two paragraphs of Note 13 to the consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2016, which are incorporated herein by reference.

      (3)
      Includes an aggregate of: (i) up to 1,093,798 shares issuable upon the vesting of IAC RSUs (including performance-based RSU awards, with the total number of shares included above assuming the maximum potential payout) and (ii) 9,151,865 shares issuable upon the exercise of outstanding IAC stock options, in each case, as of December 31, 2016.

      (4)
      Reflects 8,718,210 shares that remain available for future issuance under the plans described in footnote 2 aboveless an aggregate of 3,941,292 shares (after giving effect to the withholding of shares to cover taxes due) that may be issuable upon the settlement of the subsidiary-level phantom equity awards discussed in footnote 1 above.


      DIRECTOR COMPENSATION

      Non-Employee Director Compensation Arrangements.The NominatingCompensation and Human Resources Committee of the Board has (and prior to the Separation, the full Board had) primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Companyour common stock to further align the interests of our directors with those of our stockholders. Arrangements in effect during 20162020 prior to the Separation provided that: (i) each independent member of the Board receive an annual retainer in the amount of $50,000, (ii) each member of the Audit and Compensation and Human Resources Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit and Compensation and Human Resources Committees receive an additional annual Chairperson retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears.

       

      In addition, these arrangements also provided that each non-employeeindependent director receive a grantan award of Match Group RSUs with a dollar value of $250,000 upon his or hertheir initial election to the Board and annually thereafter upon re-election on the date of IAC'sMatch Group’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon termination of Board service for IACto Match Group and its affiliatessubsidiaries and (iii) full acceleration of vesting upon a change in control of IAC. The CompanyMatch Group (“Director RSU Award”). Since Match Group did not hold an annual meeting of stockholders in 2020 due to the Separation, each independent director of New Match Group was granted a Director RSU Award at the time of the Separation. Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at IAC Board and Board committee meetings.


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              DeferredIn October 2020, the Compensation Plan for Non-Employee Directors.    Under IAC's Deferred Compensation Plan for Non-Employee Directors, non-employee directors may defer all or a portion of their Board and Board committee fees. Eligible directors who defer all or any portion of these fees can elect to have such deferred fees applied to the purchase of share units, representing the number of shares of IAC common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on IAC common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase & Co. After a director ceases to be a memberHuman Resources Committee of the Board he or she will receive:approved an amendment of the Company’s non-employee director compensation program, providing for (i) with respecteligibility for all non-employee directors (not just those that had been determined to share units, such number of shares of IAC common stock as the share units represent,be independent) and (ii) with respectan $80,000 annual cash retainer for the Chairperson of the Board, effective as of the Separation. As a result of this amendment, each of Messrs. Levin and Schiffman (i) became eligible to receive an annual retainer for service on the Board following the Separation in the amount of $130,000 and $50,000, respectively, and (ii) was granted a Director RSU Award.

      In addition to the cash fund, a cash paymentstandard non-employee director compensation arrangements described above, each of Mses. McDaniel and Seymon and Mr. McInerney was paid $50,000 in an amount equal to deferred amounts, plus accrued interest. These payments are generally made2020 in a one lump sum installment afterconnection with her or his service on the relevant director leavesspecial committee formed by the Board in September 2019 to evaluate any potential separation transaction between Match Group and otherwise in accordance with the plan.IAC.


              20162020 Non-Employee Director Compensation.The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 20162020 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of Director RSU awardsAwards granted in 2016.2020.

      Name Fees Earned and
      Paid in Cash($)      		  Stock
      Awards($)(1)      		  Total($) 
      Stephen Bailey (2) $30,000  $249,928  $279,928 
      Melissa Brenner (2) $27,500  $249,928  $277,428 
      Joseph Levin (3) $65,000  $249,983  $314,983 
      Ann L. McDaniel $125,000  $249,928  $374,928 
      Thomas J. McInerney $110,000  $249,928  $359,928 
      Wendi Murdoch (2) $25,000  $249,928  $274,928 
      Ryan Reynolds (2) $25,000  $249,928  $274,928 
      Glenn H. Schiffman (3) $25,000  $249,983  $274,983 
      Pamela S. Seymon $105,000  $249,928  $354,928 
      Alan G. Spoon $80,000  $249,928  $329,928 

       
      		 Fees Earned  
      		  
      		 
      Name(4)
      		 Fees Paid
      in Cash
      ($)      		 Fees
      Deferred
      ($)(1)      		 Stock
      Awards($)(2)      		 Total($)(3) 

      Edgar Bronfman, Jr. 

      		  — $50,000 $249,989 $299,989 

      Chelsea Clinton

      		  — $50,000 $249,989 $299,989 

      Michael D. Eisner

      		 $50,000  — $249,989 $299,989 

      Bonnie S. Hammer

      		 $65,000  — $249,989 $314,989 

      Bryan Lourd

      		  — $60,000 $249,989 $309,989 

      David Rosenblatt

      		 $65,000  — $249,989 $314,989 

      Alan G. Spoon

      		 $80,000  — $249,989 $329,989 

      Alexander von Furstenberg

      		 $50,000  — $249,989 $299,989 

      Richard F. Zannino

      		 $60,000  — $249,989 $309,989 
      (1)
      Represents the dollar value of fees deferred in the form of share units by the relevant director under IAC's Deferred Compensation Plan for Non-Employee Directors. Pursuant

      (1)Reflects the grant date fair value of Director RSU Awards, calculated by multiplying the closing market price of Match Group common stock on the grant date by the number of RSUs awarded. As of December 31, 2020, our directors held the following number of RSUs in the aggregate:

      NameOutstanding RSUs
      (#)
      Stephen Bailey2,402
      Melissa Brenner2,402
      Joseph Levin2,078
      Ann L. McDaniel6,958
      Thomas J. McInerney6,958
      Wendi Murdoch2,402
      Ryan Reynolds2,402
      Glenn H. Schiffman2,078
      Pamela S. Seymon6,958
      Alan G. Spoon6,958

      In addition to the termsRSUs listed above, as a result of the plan, share units are credited with the numberFormer IAC Option Separation Adjustments, as of share units that could have been purchased with the dollar amountDecember 31, 2020, each of ordinary cash dividends payable on the numberMessrs. Levin and Schiffman held Match Group stock options issued in respect of share units outstanding on the relevant dividend record date, with each share unit being treatedFormer IAC stock options previously granted as if it was one sharepart of their compensation by Former IAC common stock. Share units issuedand unrelated to their service as credit for ordinary cash dividends paid are settled at the same time as the underlying share units (after the relevant director leaves the Board and otherwise in accordance with the plan).

      (2)
      Reflects the grant date fair valuedirectors of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

      (3)
      The differences in the amounts shown above among directors reflect, as applicable, committee service (or lack thereof), which varies among directors.
      Former Match Group or New Match Group.

      (2)Mses. Brenner and Murdoch and Messrs. Bailey and Reynolds were appointed to the Match Group Board at the Separation in June 2020.

      (3)Messrs. Levin and Schiffman became eligible for non-employee director compensation as of the Separation in June 2020.

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      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       

      The following table presents, as of April 27, 2017,16, 2021, information relating to the beneficial ownership of IAC common stock and Class BMatch Group common stock by: (1) each person known by IACMatch Group to own beneficially more than 5% of the outstanding shares of IAC common stock and Class BMatch Group common stock, (2) each current director and(including each director nominee,nominee), (3) each named executive officer and (4) all current directors and named executivesexecutive officers of IACMatch Group as a group. As of April 27, 2017,16, 2021, there were 72,963,884 and 5,789,499270,148,970 shares of IACMatch Group common stock and Class B common stock, respectively, outstanding.

       

      Unless otherwise indicated, the beneficial owners listed below may be contacted at IAC'sMatch Group’s corporate headquarters located at 555 West 18th Street, New York, New York 10011.8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. For each listed person, the number of shares of IACMatch Group common stock and percent of such class listed assumes the conversion or exercise of any IAC equity securitiesMatch Group stock options owned by such person that are or will become convertible or exercisable, and the vesting of any Match Group stock options and/or Match Group RSUs that will vest, within 60 days of April 27, 2017,16, 2021, but does not assume the conversion, exercise or vesting of any such equity securitiesstock options or RSUs owned by any other person. Shares of IAC Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of IAC common stock. The percentage of votes for all classes of capital stock is based on one vote for each share of IAC common stock and ten votes for each share of IAC Class B common stock.

      Name and Address of Beneficial Owner Number
      of Shares      		  Percent of
      Outstanding Shares      		 
      T. Rowe Price Associates, Inc.  34,804,736(1)  12.9%
      100 E. Pratt Street        
      Baltimore, MD 21202        
      Prudential Financial, Inc.  22,927,614(2)  8.5%
      751 Broad Street        
      Newark, NJ 07102        
      The Vanguard Group  22,661,002(3)  8.4%
      100 Vanguard Blvd.        
      Malvern, PA 19355        
      Jennison Associates LLC  21,907,217(4)  8.1%
      466 Lexington Avenue        
      New York, NY 10017        
      BlackRock, Inc.  15,558,294(5)  5.8%
      55 East 52nd Street        
      New York, NY 10055        
      Stephen Bailey  —   — 
      Melissa Brenner  —   — 
      Sharmistha Dubey  216,139(6)  * 
      Philip D. Eigenmann  21,994(7)  * 
      Amanda Ginsberg  32,964(8)  — 
      Joseph Levin  1,777,374(9)  * 
      Ann L. McDaniel  14,776(10)  * 
      Thomas J. McInerney  328,394(10)  * 
      Wendi Murdoch  —   — 
      Ryan Reynolds  —   — 
      Glenn H. Schiffman  256,330(11)  * 
      Pamela S. Seymon  66,523(10)  * 
      Jared F. Sine  73,720(12)  * 
      Alan G. Spoon  282,666(13)  * 
      Gary Swidler  370,041(14)  * 
      All current executive officers and directors as a group (14 persons)  3,407,957(15)  1.3%

       
      		 IAC Common Stock IAC Class B
      Common Stock      		 Percent of
      Votes      		 
      Name and Address of Beneficial Owner
      		 Number of
      Shares Owned      		 % of
      Class
      Owned      		 Number of
      Shares
      Owned      		 % of
      Class
      Owned      		 (All
      Classes)
      %      		 

      The Vanguard Group. 

      		  5,516,220(1) 7.6% —  —  4.2%

      100 Vanguard Blvd.

      		                

      Malvern, PA 19355

      		                

      Highfields Capital Management LP

      		  4,216,179(2) 5.8% —  —  3.2%

      200 Clarendon Street, 59th Floor

      		                

      Boston, Massachusetts 02116

      		                

      TIAA-CREF Investment Management, LLC

      		  2,230,378(3)(4) 3.1% —  —  1.7%

      730 Third Avenue

      		                

      New York, NY 10017

      		                

      Teachers Advisors, LLC

      		  1,614,276(4)(5) 2.2% —  —  1.2%

      730 Third Avenue

      		                

      New York, NY 10017

      		                

      Barry Diller

      		  6,727,921(6)(7) 8.5% 5,789,499(7) 100% 44.7%

      Edgar Bronfman, Jr. 

      		  9,789(8) *  —  —  * 

      Chelsea Clinton

      		  22,821(9) *  —  —  * 

      Michael D. Eisner

      		  32,091(10) *  —  —  * 

      Bonnie S. Hammer

      		  4,521(11) *  —  —  * 

      Victor A. Kaufman

      		  345,775(12) *  —  —  * 

      Joseph Levin

      		  726,195(13) *  —  —  * 

      Bryan Lourd

      		  17,156(14) *  —  —  * 

      David Rosenblatt

      		  49,774(15) *  —  —  * 

      Glenn H. Schiffman

      		  —  —  —  —  — 

      Alan G. Spoon

      		  92,608(16) *  —  —  * 

      Mark Stein

      		  382,319(17) *  —  —  * 

      Alexander von Furstenberg

      		  598,175(3)(7)(18) *  540,901(7) 9.3% 4.2%

      Diane von Furstenberg

      		  5,385,309(3)(7)(19) 6.9% 5,248,598(7) 90.7% 40.2%

      Gregg Winiarski

      		  667,012(20) *  —  —  * 

      Richard F. Zannino

      		  50,091(21) *  —  —  * 

      All current named executives and directors as a group (15 persons)

      		  9,183,058  11.3% 5,789,499  100% 45.9%

      *The percentage of shares beneficially owned does not exceed 1% of the class.

      (1)Based upon information regarding Match Group holdings reported by way of Amendment No. 2 to a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 16, 2021. Price Associates beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Price Associates has sole voting and sole dispositive power over 13,150,289 and 34,804,736 shares of Match Group common stock, respectively, listed in the table above.

      (2)Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by Prudential Financial, Inc. (“Prudential”) with the SEC on February 9, 2021. Prudential has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 629,950, 21,171,087, 629,950 and 21,947,338 shares of Match Group common stock, respectively, listed in the table above. Prudential beneficially owns these shares through three indirect subsidiaries, including Jennison Associates, LLC, which beneficially owns 21,907,217 of these common shares, as noted below.

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      *
      The percentage of shares beneficially owned does not exceed 1% of the class.

      (1)
      Based upon information regarding IAC holdings reported by way of Amendment No. 4 to a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 10, 2017. Vanguard beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 42,215, 8,705, 5,469,044 and 47,176 shares of IAC common stock, respectively, listed in the table above.

      (2)
      Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by Highfields Capital Management LP ("Highfields") on behalf of itself, Highfields GP LLC (the General Partner of Highfields) and Jonathan S. Jacobson (in his capacities as the Managing Member of Highfields GP LLC and the Chief Investment Officer of Highfields) (collectively, the "Highfields Reporting Persons") with the SEC on February 14, 2017. IAC holdings disclosed in the table above as beneficially owned by Highfields are held for the account of private investment funds for which Highfields acts as an investment manager (Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III L.P. and HFLO Partners L.P.). The Highfield Reporting Persons have sole voting and sole dispositive power over all 4,217,179 shares of IAC common stock, respectively, listed in the table above.

      (3)
      Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by TIAA-CREF Investment Management, LLC ("TIAA-CREF") with the SEC on February 14, 2017. TIAA-CREF beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. TIAA-CREF has sole voting power and sole dispositive power over all 2,230,378 shares of IAC common stock listed in the table above.

      (4)
      TIAA-CREF is the investment adviser to the College Retirement Equities Fund ("CREF"), a registered investment company, and may be deemed to be a beneficial owner of 2,230,378 shares of IAC common stock owned by CREF. Teachers Advisors, LLC ("Teachers") is the investment adviser to three registered investment companies, TIAA-CREF Funds ("Funds"), TIAA-CREF Life Funds ("Life Funds"), and TIAA Separate Account VA-1 ("VA-1"), as well as one or more separately managed accounts of Teachers (collectively, the "Separate Accounts"), and may be deemed to be a beneficial owner of 1,614,276 shares of IAC common stock owned separately by Funds, Life Funds, VA-1 and/or the Separate Accounts. TIAA-CREF and Teachers are reporting their combined holdings for the purpose of administrative convenience. Each of TIAA-CREF and Teachers expressly disclaims beneficial ownership of the other's securities holdings and each disclaims that it is a member of a "group" with the other.

      (5)
      Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by Teachers with the SEC on February 14, 2017. Teachers beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Teachers has sole voting power and sole dispositive power over all 1,614,276 shares of IAC common stock listed in the table above.

      (6)
      Consists of: (i) (A) 5,248,598 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, and (B) 136,711 shares of IAC common stock, all of which are collectively held by four grantor retained annuity trusts and over which Mr. Diller has sole investment power and over which Mr. Diller's spouse, Diane von Furstenberg, has sole voting power, (ii) 540,901 shares of IAC Class B common stock held by a family trust, over which Mr. Diller may be deemed to have the right to acquire investment power within 60 days as a result of his ability to designate a replacement for Mr. Von Furstenberg as investment advisor (see footnotes 7 and 18), (iii) 1,711 shares of IAC common stock held by a private foundation over which Mr. Diller has shared voting and investment power and as to which he disclaims beneficial ownership and (iv) vested options to purchase 800,000 shares of IAC common stock.
      (3)Based upon information regarding Match Group holdings reported by way of Amendment No. 8 to a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2021. Vanguard beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has shared voting power, sole dispositive power and shared dispositive power over 252,770, 22,085,344 and 575,658 shares of Match Group common stock, respectively, listed in the table above.

      (4)Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by Jennison Associates LLC (“Jennison”) with the SEC on February 9, 2021. Jennison beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Jennison has sole voting power and shared dispositive power over 21,120,628 and 21,907,217 shares of Match Group common stock, respectively, listed in the table above. Prudential indirectly owns 100% of the equity interests of Jennison. As a result, Prudential may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Jennison may have with respect to the Match Group common stock held by its managed portfolios. Jennison does not file jointly with Prudential.

      (5)Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 2, 2021. BlackRock beneficially owns the Match Group holdings disclosed in the table above in its capacity as a parent holding company or control person of subsidiaries that provide investment advisory and asset management services. BlackRock has sole voting and sole dispositive power over 13,975,029 and 15,558,294 shares of Match Group common stock, respectively, listed in the table above.

      (6)Consists of shares of Match Group common stock held directly by Ms. Dubey, 58,309 vested options to purchase Match Group common stock, and 14,928 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service.

      (7)Consists of vested options to purchase Match Group common stock.

      (8)Consists of shares of Match Group common stock held directly by Ms. Ginsberg.

      (9)Consists of shares of Match Group common stock held directly by Mr. Levin and 1,742,374 vested options to purchase Match Group common stock.

      (10)Consists of shares of Match Group common stock held directly by each individual and 2,107 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service.

      (11)Consists of shares of Match Group common stock held directly by Mr. Schiffman and 246,432 vested options to purchase Match Group common stock.

      (12)Consists of 46,568 shares of Match Group common stock held by the Sine Family Trust, with respect to which Mr. Sine has shared voting and investment power, and 27,152 vested options to purchase Match Group common stock.

      (13)Consists of shares of Match Group common stock held directly by Mr. Spoon, 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family and as to which Mr. Spoon disclaims beneficial ownership except to the extent of any pecuniary interest therein, and 2,107 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service.

      (14)Consists of shares of Match Group common stock held directly by Mr. Swidler and 252,816 vested options to purchase Match Group common stock.

      (15)Consists of (i) shares of Match Group common stock held directly by each individual, (ii) 46,568 shares of Match Group common stock held by the Sine Family Trust as noted above, (ii) 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family as noted above, (iii) 2,349,077 vested options to purchase Match Group common stock, and (iv) 23,356 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the next 60 days, subject to the respective holder’s continued service.

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      (7)
      The total number of shares of Class B common stock outstanding includes: (i) 5,248,598 shares collectively held by four grantor retained annuity trusts and over which Mr. Diller has sole investment power and over which Ms. Von Furstenberg has sole voting power and (ii) 540,901 shares held by a family trust over which Mr. Von Furstenberg has sole voting and investment power.

      (8)
      Consists of: (i) 5,375 shares of IAC common stock held for the benefit of Mr. Bronfman in an individual retirement account, (ii) 2,125 shares of IAC common stock held by Mr. Bronfman in his capacity as custodian for his minor children and (iii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service. Mr. Bronfman disclaims beneficial ownership of the shares of IAC common stock described in (ii) above.

      (9)
      Consists of: (i) 20,532 shares of IAC common stock held directly by Ms. Clinton and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (10)
      Consists of: (i) 29,802 shares of IAC common stock held directly by Mr. Eisner and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (11)
      Consists of: (i) 3,443 shares of IAC common stock held directly by Ms. Hammer and (ii) 1,078 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (12)
      Consists of: (i) 145,775 shares of IAC common stock held directly by Mr. Kaufman and (ii) vested options to purchase 200,000 shares of IAC common stock.

      (13)
      Consists of: (i) 63,695 shares of IAC common stock held directly by Mr. Levin, (ii) vested options to purchase 612,500 shares of IAC common stock and (iii) options to purchase 50,000 shares of IAC common stock vesting in the next 60 days, subject to continued service.

      (14)
      Consists of: (i) 14,867 shares of IAC common stock held directly by Mr. Lourd and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (15)
      Consists of: (i) 47,485 shares of IAC common stock held directly by Mr. Rosenblatt and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (16)
      Consists of: (i) 90,319 shares of IAC common stock held directly by Mr. Spoon and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (17)
      Consists of: (i) 42,996 shares of IAC common stock held directly by Mr. Stein and (ii) vested options to purchase 339,323 shares of IAC common stock.

      (18)
      Consists of: (i) 540,901 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, held by a family trust and over which Mr. von Furstenberg has sole voting and investment power, (ii) 54,985 shares of IAC common stock held directly by Mr. von Furstenberg and (iii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (19)
      Consists of: (i) 5,248,598 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, and (ii) 136,711 shares of IAC common stock, all of which are collectively held by four grantor retained annuity trusts (the same trusts referred to in footnotes 6 and 7 above) and over which Ms. Von Furstenberg has sole voting power and Mr. Diller has sole investment power.

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      (20)
      Consists of: (i) 23,944 shares of IAC common stock held directly by Mr. Winiarski, (ii) vested options to purchase 626,753 shares of IAC common stock, (iii) options to purchase 11,002 shares of IAC common stock vesting in the next 60 days, subject to continued service, and (iv) 5,313 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.

      (21)
      Consists of: (i) 47,802 shares of IAC common stock held directly by Mr. Zannino and (ii) 2,289 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.


      DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
      REPORTS

       

      Section 16(a) of the Exchange Act requires the Company'sCompany’s directors and certain of the Company'sCompany’s officers, and persons who beneficially own more than 10% of a registered class of the Company'sCompany’s equity securities, to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of IAC common stock and other equity securities of the Company with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish the Company with copies of all such forms they file. Based solely on a review of the copies of such forms furnished to the Company and/or written representations that no additional forms were required, the Company believes that its officers, directors and greater than 10% beneficial owners complied with these filing requirements in 2016.2020, except that each of Messrs. Eigenmann and Reynolds filed one late Form 4 disclosing one transaction; Mr. Reynolds filed a late Form 3 disclosing no beneficial ownership; and Mr. McInerney filed an amendment correcting the ownership disclosed in a previously filed Form 3.


      CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

      Review of Related Person Transactions

       

      The Audit Committee has a formal, written policy that requires an appropriate review of all related person transactions by the Audit Committee, as required by Marketplace Rules governing conflict of interest transactions. For purposes of this policy, as amended, consistent with the Marketplace Rules, the terms "related person"“related person” and "transaction"“transaction” are determined by reference to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended ("(“Item 404"404”). During 2016,2020, in accordance with this policy, Company management was required to determine whether any proposed transaction, arrangement or relationship with a related person fell within the definition of "transaction"“transaction” set forth in Item 404, and if so, review such transaction with the Audit Committee. In connection with such determinations, Company management and the Audit Committee consider: (i) the parties to the transaction and the nature of their affiliation with IACMatch Group and the related person, (ii) the dollar amount involved in the transaction, (iii) the material terms of the transaction, including whether the terms of the transaction are ordinary course and/or otherwise negotiated at arms'arms’ length, (iv) whether the transaction is material, on a quantitative and/or qualitative basis, to IACMatch Group and/or the related person, and (v) any other facts and circumstances that Company management or the Audit Committee deems appropriate.

      Relationships Involving Significant Stockholders Named Executives and Directors

              Relationships Involving Mr. Diller.    PursuantRelationship with IAC prior to the Separation

      In connection with our initial public offering in November 2015, we entered into the following agreements relating to our relationship with IAC following the offering: a master transaction agreement, an investor rights agreement, a tax sharing agreement, a services agreement, an employee matters agreement and a subordinated loan agreement, each of which was terminated or amended and restated, governanceprior to, or at the closing of, the Separation.

      Master Transaction Agreement.The master transaction agreement betweengoverned certain aspects of our relationship with IAC following our initial public offering. Under the master transaction agreement, we agreed to assume all of the assets and liabilities related to our business and agreed to indemnify IAC against any losses arising out of any breach by us of the master transaction agreement or any of the related agreements described below. IAC also agreed to indemnify us against losses arising out of any breach by IAC of the master transaction agreement or any of the related agreements. The master transaction agreement was terminated at the closing of the Separation on June 30, 2020.

      Investor Rights Agreement.Under the investor rights agreement, we agreed to provide IAC with: (i) specified registration and other rights relating to shares of our common stock held by IAC and Mr. Diller, for so long as Mr. Diller serves as IAC's Chairman and Senior Executive, he currently generally has(ii) anti-dilution rights. The investor rights agreement was terminated at the right to consent to limited matters inclosing of the event that IAC's ratio of total debt to EBITDA (as defined in the governance agreement) equals or exceeds four to one over a continuous twelve-month period.


      Table of ContentsSeparation on June 30, 2020.

       However, upon

      Tax Sharing Agreement.The tax sharing agreement governed our and IAC’s rights, responsibilities, and obligations with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes. Under the effectiveness of the Class C Issuance (as described below), a new governancetax sharing agreement, will eliminate these consent rights. As part of the new governance agreement, Mr. Dillerwe were generally responsible and certain of his family members (and his and their affiliates) have agreedrequired to certain transfer restrictionsindemnify IAC for: (i) all taxes imposed with respect to any Class Cconsolidated, combined or unitary tax return of IAC or one of its subsidiaries that included us or any of our subsidiaries to the extent attributable to us or any of our subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of our subsidiaries’ consolidated, combined, unitary or separate tax returns. The tax sharing agreement was terminated at the closing of the Separation on June 30, 2020.

      Services Agreement.The services agreement governed certain administrative support services that IAC agreed to provide to us following our initial public offering. During the six months ended June 30, 2020, we paid IAC approximately $2.3 million for services rendered pursuant to this agreement, which amount includes amounts paid for the leasing of office space for certain of our businesses at properties owned by IAC. The services agreement was terminated at the closing of the Separation on June 30, 2020.


      Employee Matters Agreement.The employee matters agreement covered a wide range of compensation and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement, our employees continued to participate in IAC’s U.S. health and welfare, 401(k) and flexible benefits plans and we paid for the costs of such participation.

      The employee matters agreement also provided that we would reimburse IAC for the cost of any IAC equity awards held by Match Group employees and former employees and that IAC could elect to receive payment either in cash or shares of our common stock. With respect to equity awards originally denominated in shares of our subsidiaries, IAC could require those awards to be settled in either shares of IAC common stock or our common stock and, to the extent shares of IAC common stock were issued in settlement, we would reimburse IAC for the cost of those shares by issuing additional shares of our common stock to IAC. During the six months ended June 30, 2020, approximately 0.4 million shares of Match Group common stock were issued to themIAC pursuant to the employee matters agreement. The employee matters agreement was amended and haverestated at the closing of the Separation on June 30, 2020, as described under the heading “Relationship with IAC after the Separation.”

      IAC Subordinated Loan Facility.Prior to the completion of our initial public offering, we entered into an uncommitted subordinated loan facility with IAC, pursuant to which we could make one or more requests to IAC to borrow funds. We did not utilize the facility and it was terminated on February 26, 2020.

      The Separation from IAC

      On December 19, 2019, Match Group and IAC entered into a Transaction Agreement, which was amended as of April 28, 2020, and further agreedamened as of June 22, 2020 (the “Transaction Agreement”), pursuant to which the businesses of Match Group were separated from the remaining businesses of IAC through a series of transactions that resulted in two, separate public companies—(1) IAC, which was re-named “Match Group, Inc.” (referred to herein as “New Match Group”) and which owns the businesses of Former Match Group and certain Former IAC financing subsidiaries, and (2) IAC Holdings, Inc. (referred to herein as “New IAC”), which was re-named “IAC/InterActiveCorp” and which owns IAC’s other businesses—and the pre-transaction stockholders of Match Group (other than IAC) and IAC owning shares in New Match Group (such transactions referred to herein as the “Separation”). The Separation was completed on June 30, 2020.

      Under the terms of the Transaction Agreement, Former Match Group merged with and into an indirect wholly-owned subsidiary of Former IAC, with such subsidiary surviving the merger as an indirect wholly-owned subsidiary of New Match Group. Former Match Group stockholders (excluding shares owned by Former IAC, Former Match Group, or any of their respective wholly owned subsidiaries) received, through the merger, in exchange for each outstanding share of Former Match Group common stock that they will not enter into certain transactions unlessheld, one share of New Group Match common stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of New Match Group common stock with a value of $3.00 (calculated pursuant to the Transaction Agreement) (an “additional stock election”). In the event a holder failed to make a valid election, the holder was treated as if such transactions includeholder made an additional stock election.

      Under the same consideration, orterms of the Transaction Agreement, Former Match Group made a loan (the “Intercompany Loan”) to Former IAC, in an offeraggregate principal amount equal to receive the same consideration to all holdersproduct of $3.00 and the number of shares of IAC'sFormer Match Group capital stock subjectoutstanding immediately prior to certain important exceptions. For a descriptionthe effective time of the rights provided inSeparation. Former IAC contributed the new governance agreement, see the disclosure in the proxy statement relating to our 2016 Annual Meeting of Stockholders set forth under the caption "Second Amended and Restated Governance Agreement" under "Proposal 3—Approvalproceeds of the Adoption of IAC's Amended and Restated Certificate of Incorporation,"which disclosure is incorporated by reference herein.

              At IAC's 2016 Annual Meeting of Stockholders, our stockholders approved the creation of a new class of non-voting, Class C common stock (the "Class C Issuance"). Despite this approval, the Company has agreed notloan, less an amount necessary to effect the Class C Issuance during the pendency of the lawsuit described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under the caption "Item 3—Legal Proceedings—Delaware Law Class Action Litigation," which disclosure is incorporated herein by reference.

              As discussed in the Compensation Discussion and Analysis on page 27, pursuantfund all valid cash elections, to the Company's Airplane Travel Policy, Mr. Diller is required to travel by Company-owned or chartered aircraft for both business and personal use. Mr. Diller reimbursedNew IAC approximately $175,000 for personal use of Company-owned aircraft in 2016.

              Relationships Involving Other Directors.    In June 2010, Mr. Bronfman was part of a trial in the Trial Court in Paris involving six other individuals, including the former Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Vivendi Universal. The other individuals faced various criminal charges and civil claims relating to Vivendi, including Vivendi's financial disclosures, the appropriateness of executive compensation and trading in Vivendi stock. Mr. Bronfman previously served as the Vice Chairman of Vivendi and faced a charge and claims relating to certain trading in Vivendi stock in January 2002. At the trial, the public prosecutor and the lead civil claimant both took the position that Mr. Bronfman should be acquitted. In January 2011, the court found Mr. Bronfman guilty of the charge relating to his trading in Vivendi stock, found him not liable to the civil claimants and imposed a fine of 5 million euros and a suspended sentence of fifteen months. Mr. Bronfman appealed the Trial Court decision to the Paris Court of Appeal. In November 2013, Mr. Bronfman participated in a re-trial before a new judicial panel as part of his appealthe closing of the Paris Trial Court's 2011 ruling. In May 2014,Separation.

      The Transaction Agreement also provides that each of Match Group and IAC will indemnify, defend and hold harmless the new judicial panel rendered its decision, affirmingother party from and against any liabilities arising out of: (i) any asset or liability allocated to such party or the Paris Trial Court's finding that Mr. Bronfman was guiltyother members of such party’s group under the Transaction Agreement or the businesses of such party’s group after the closing of the charge, but statedSeparation; (ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party’s group contained in the Transaction Agreement that its finding would appear only in French judicial records (and not in Mr. Bronfman's public record), removedsurvives the suspended sentence imposed by the Paris Trial Court and suspended 2.5 million eurosclosing of the original fineSeparation or is contained in any ancillary agreement; and (iii) any untrue or misleading statement or alleged untrue or misleading statement of 5 million euros. The new judicial panel affirmeda material fact or omission, with respect to information contained in or incorporated into the Paris Trial Court's finding that Mr. Bronfman was not liable toregistration statement or the civil claimants. Mr. Bronfman appealed the verdict. On April 20, 2016, the Appellate Court rejected the appeal. Mr. Bronfman believes that his trading in Vivendi stock was proper and has the option of pursuing a challenge to the Appellate Court's decision before the European Court of Human Rights.

      Relationships Involving IAC and Expedia

              Overview.    Since the completion of the spin-off of Expedia in August 2005 (the "Expedia Spin-Off"), IAC and Expedia have been related parties since they are under common control. In connection with and following the Expedia Spin-Off, IAC and Expedia entered into certain arrangements, including arrangements regarding the sharing of certain costs, the use and ownership of certain aircraft and various commercial agreements, certain of which are generally described below.


      Table of Contents

              Cost Sharing Arrangements.    Mr. Diller currently serves as Chairman and Senior Executive of both IAC and Expedia. In connectionjoint proxy statement/prospectus filed with the Expedia Spin-Off, IAC and Expedia had agreed, in light of Mr. Diller's senior role at both companies and his anticipated use of certain resources to the benefit of both companies, to share certain expenses associated with such usage, as well as certain costs incurred by IACSEC in connection with the provision of certain benefits to Mr. Diller (the "Shared Costs"). Cost sharing arrangementsSeparation.

      Contribution Agreement.On December 19, 2019, in effect during 2016 provided that each of IAC and Expedia cover 50%connection with the execution of the Shared Costs, which both companies agreed best reflects the allocation of actual time spent (and timeTransaction Agreement, we entered into a Contribution Agreement with IAC, pursuant to be spent) by Mr. Diller between the two companies. Shared Costs include costs for personal use of cars and equipment dedicated to Mr. Diller's use and expenses relating to Mr. Diller's support staff. Costs in 2016 for which IAC billed Expedia were approximately $516,000contributed two office buildings in Los Angeles to us on January 31, 2020, for aggregate consideration of 1,378,371 shares of Match Group common stock.


      Office Leases. In January 2020, we entered into a lease of office space to IAC in a building owned by Match Group in Los Angeles. The term of the lease expires on June 30, 2023. During 2020, IAC paid us less than $0.1 million pursuant to these arrangements.the lease. We lease office space from IAC in New York on a month-to-month basis, which we expect to vacate in June 2021. During 2020, we paid IAC approximately $1.1 million pursuant to the lease.

      Relationship with IAC after the Separation

              Aircraft Arrangements.Transition Services Agreement.    Each At the closing of the Separation, we entered into a transition services agreement with IAC, pursuant to which IAC continues to provide certain services to us that Former IAC had provided to Former Match Group. We also provide certain services to IAC that Former Match Group previously provided to Former IAC. The costs charged to the respective recipient are generally determined based on the actual costs incurred by the service provider in providing such services. During 2020, we paid IAC $0.3 million, and Expedia has a 50% ownership interest in two aircraft that may be used by both companies (the "Aircraft"). IAC and Expediapaid us $2.4 million, pursuant to the transition services agreement.

      Employee Matters Agreement. At the closing of the Separation, we entered into an amended and restated operatingemployee matters agreement that allocateswith IAC, pursuant to which we reimburse IAC for the costscost of operatingany IAC equity awards held by Match Group’s employees and maintainingformer employees upon exercise or vesting. In addition, following the Aircraft betweenSeparation, Match Group employees continued to participate in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan until December 31, 2020, at which time Match Group established its own employee benefit plans. During 2020, we paid IAC $2.0 million for the parties. Fixed costs are allocated 50% to each company and variable costs are allocated based on usage. These costs are generally paid by each company to third parties in accordance with the terms of the amended and restated operating agreement.

              In the event Mr. Diller ceases to serve as Chairman of either IAC or Expedia, eachcost of IAC and Expedia will have a put right (to the other party)equity awards held by Match Group employees upon vesting. Additionally, during 2020, we paid IAC $18.3 million, inclusive of employee contributions, with respect to its owned interest inemployee health and welfare plan and 401(k) plan participation.

      Tax Matters Agreement. At the aircraft that it does not primarily use (with such determinationclosing of the Separation, we entered into a tax matters agreement pursuant to be based on relative usage overwhich, among other things, we and IAC are responsible for certain tax liabilities and obligations following the twelve months preceding such event)transfer by Former IAC (i) to us of certain assets and liabilities of, or related to, the businesses of Former IAC (other than Former Match Group), and (ii) to holders of Former IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”). Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify us against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to our actions or failure to act, our breach of certain representations or covenants or certain acquisitions of Match Group equity securities, in each case, at fair market valuedescribed in the tax matters agreement, (a “Match fault-based action”). If the failure to so qualify is attributable to a Match fault-based action, we will be responsible for the relevant aircraft.liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates.

       Members

      Under the tax matters agreement, as of the flight crew for the Aircraft are employed by an entity in which eachDecember 31, 2020, Match Group is obligated to remit to IAC $1.6 million of IAC and Expedia has a 50% ownership interest. IAC and Expedia have agreed to share costsexpected state tax refunds relating to flight crew compensation and benefits pro-rata accordingtax years prior to each company's respective usagethe Separation. Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Aircraft, for which they are separately billedSeparation; as of December 31, 2020, we estimated IAC’s share of these tax liabilities to be approximately $1.9 million.

      During 2020, we paid IAC $20.9 million pursuant to the tax matters agreement related to income tax refunds received by the entity described above. During 2016, total payments inCompany. Additionally, during 2020, we received $4.3 million from IAC under the amount of approximately $2.4 million were made to this entity by IAC.tax matters agreement.

       On April 13, 2017, each of IAC and Expedia paid 50% of the $29.8 million in total costs (purchase price and related costs) for an additional aircraft in which each company has a 50% ownership interest. This aircraft is expected to replace the older of the companies' two existing jointly-owned aircraft and be available for use by both companies in the third quarter of 2017.

      Relationships Involving Other Related Persons

              Commercial Agreements.Advisory Agreement. In connection with and following the Expedia Spin-Off, certain IAC businessesMs. Ginsberg’s resignation, on January 29, 2020, we entered into commercial agreementsan advisory agreement with certain Expedia businesses. IAC believes that these arrangements are ordinary courseMs. Ginsberg, effective March 1, 2020, pursuant to which she would advise the Company on matters relating to its business, strategy and have been negotiated at arm's length. In addition, IAC believes that none of these arrangements, whether taken individually or inoperations. The advisory agreement terminated on February 28, 2021. Pursuant to their terms, Ms. Ginsberg’s restricted stock units continued to vest, and her stock options remained exercisable and continued to vest, as applicable, while she continued to perform services for the aggregate, constitute a material contract to IAC. None of these arrangements, whether taken individually or together with other similar agreements, involved payments to or from IAC and its businesses in excess of $120,000 in 2016.Company.


      ANNUAL REPORTS

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      ANNUAL REPORTS

      Upon written request to the Corporate Secretary, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, IACMatch Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Match Group will provide without charge to each person solicited a printed copy of IAC's 2016Match Group’s 2020 Annual Report on Form 10-K, including the financial statements and financial statement schedule filed therewith. Copies are also available on our website at www.iac.comhttp://ir.mtch.com. IACMatch Group will furnish requesting stockholders with any exhibit to its 20162020 Annual Report on Form 10-K upon payment of a reasonable fee.



      STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION

      AT THE 20182022 ANNUAL MEETING

       

      Eligible stockholders who intend to have a proposal considered for inclusion in IAC'sMatch Group’s proxy materials for presentation at the 20182022 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to IACMatch Group at its corporate headquarters no later than January 10, 2018.December 31, 2021. Stockholder proposals submitted for inclusion in IAC'sMatch Group’s proxy materials must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act. Eligible stockholders who intend to present a proposal or nomination at the 20182022 Annual Meeting of Stockholders without inclusion of the proposal in IAC'sMatch Group’s proxy materials are required to provide notice of such proposal or nomination in writing, and otherwise in compliance with the applicable requirements in our bylaws, to IACMatch Group’s Secretary at its corporate headquarters no earlier than February 15, 2022, and no later than March 26, 2018.17, 2022. If IACMatch Group does not receive notice of the proposal or nomination at its corporate headquarters prior to such date, such proposal or nomination will be considered untimely for purposes of Rules 14a-4 and 14a-5 of the Exchange Act and those IACMatch Group officers who have been designated as proxies will accordingly be authorized to exercise discretionary voting authority to vote for or against the proposal. IACMatch Group reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.


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      HOUSEHOLDING

       

      The SEC has adopted rules that permit companies and intermediaries (such as brokers) to send one set of Notice or printed proxy materials as applicable, to any household at which two or more stockholders reside if they appear to be members of the same family or have given their written consent (each stockholder continues to receive a separate proxy card). This process, which is commonly referred to as "householding,"“householding,” reduces the number of duplicate copies of proxy materials stockholders receive and reduces printing and mailing costs. Only one Notice or one set of our printed proxy materials as applicable, will be sent to stockholders eligible for householding unless contrary instructions have been provided.

      Once you have received notice that your broker or IACMatch Group will be householding your proxy materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate Notice or set of our printed proxy materials by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailingsending an e-mail to ir@iac.comIR@match.com. Upon request, IACMatch Group undertakes to deliver such materials promptly.

      If at any time: (i) you no longer wish to participate in householding and would prefer to receive a separate Notice or set of our printed proxy materials as applicable, or (ii) you and another stockholder sharing the same address wish to participate in householding and prefer to receive one Notice or set of our printed proxy materials, as applicable, please notify your broker if you hold your shares in street name or IACMatch Group if you are a stockholder of record. You can notify us by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailingsending an e-mail to ir@iac.comIR@match.com.


      NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

       

      Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 21, 2017.15, 2021.

              The Proxy StatementThis proxy statement and the 20162020 Annual Report on Form 10-K are available athttp://www.proxyvote.com beginning on May 10, 2017.

      New York, New York
      May 10, 2017April 30, 2021.


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      APPENDIX A

      AUDIT COMMITTEE CHARTER
      IAC/INTERACTIVECORP
      OF MATCH GROUP, INC.

      PURPOSE

       

      PURPOSE

      The Audit Committee (the “Committee”) is appointedcreated by the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) to oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements. In that regard, the Audit Committee assistsassist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the effectiveness of the Company'sCompany’s internal control over financial reporting, (3) the qualifications, performance and independence of the independent registered public accounting firm (the "independent“independent accounting firm"firm”), (4) the performance of the Company'sCompany’s internal audit function, and independent accounting firm, (5) the Company'sCompany’s risk assessment and risk management policies as they relate to financial and other risk exposures, and (6) the Company’s compliance by the Company with legal and regulatory requirements.

       

      In fulfilling its purpose, the Audit Committee shall maintain free and open communication between the Committee, the independent accounting firm, the internal auditors and management of the Company.

      COMMITTEE COMMITTEE MEMBERSHIP

       

      The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence and experience requirements of NASDAQNasdaq and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”). All members of the Audit Committee shall, in the judgment of the Board, be able to read and understand fundamental financial statements. NoAt least one member of the Audit Committee shall have participated inbe an “audit committee financial expert” as defined by the preparation of the financial statements of the Company in the past three years.Securities and Exchange Commission (the “SEC”). These membership requirements shall be subject to exemptions and cure periods permitted by the rules of NASDAQNasdaq and the Securities and Exchange Commission (the "SEC"),SEC, as in effect from time to time.

       At least one member of the Audit Committee shall be an "audit committee financial expert" as defined by the SEC.

      The members of the Audit Committee shall be appointed and may be replaced by the Board.

      MEETINGS

       

      The Audit Committee shall meet as often as it determines necessary but not less frequently than quarterly. The Audit Committee shall have the authority to meet periodically with management, the internal auditors and the independent accounting firm in separate executive sessions, and to have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem necessary or appropriate. The Audit Committee may request any officer or employee of the Company or the Company'sCompany’s outside counsel or independent accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. Written minutes of Committee meetings shall be maintained.

      COMMITTEE AUTHORITY AND RESPONSIBILITIES

       

      The Audit Committee shall have the sole authority to appoint, determine funding for, and oversee the independent accounting firm (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the appointment, compensation and oversight of the work of the independent accounting firm (including resolution of disagreements between management and the independent accounting firm regarding financial reporting and/or internal control related matters) for


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      the purpose of preparing or issuing an audit report or related work. The independent accounting firm shall report directly to the Audit Committee.

       

      The Audit Committee shall pre-approve all auditing services, audit-related services, including internal control-related services, and permitted non-audit services to be performed for the Company by its independent accounting firm, subject to the de minimusminimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit, audit-related and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

       

      The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to conduct investigations into any matters within its scope of responsibility, to obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities, and to otherwise engage and determine funding for independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent accounting firm for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Audit Committee, as well as funding for the payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.


       

      The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

       

      In fulfilling its purpose and carrying out its responsibilities, the Audit Committee shall maintain flexibility in its policies and procedures in order to best address changing conditions and a variety of circumstances. Accordingly,undertake any activities the Audit Committee's activities shall not be limited by this Charter.Committee deems necessary or appropriate. Subject to the foregoing, the Audit Committee shall, to the extent it deems necessary or appropriate:

        1.
        Review and discuss with management and the independent accounting firm the annual audited financial statements, as well as disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.

        2.
        Review and discuss with management and the independent accounting firm the Company's earnings press releases and the results of the independent accounting firm's review of the quarterly financial statements.

        3.
        Discuss with management and the independent accounting firm significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles.

        4.
        Review and discuss with management and the independent accounting firm any major issues as to the adequacy of the Company's internal controls, including any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls, any special steps adopted in light of these issues and the adequacy of disclosures about changes in internal control over financial reporting.

      1.Review and discuss with management and the independent accounting firm the annual audited financial statements, as well as disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

      2.Review and discuss with management and the independent accounting firm the Company’s earnings press releases and the results of the independent accounting firm’s review of the quarterly financial statements.

      3.Discuss with management and the independent accounting firm significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles.

      4.Review and discuss with management and the independent accounting firm any major issues as to the adequacy of the Company’s internal controls, including any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls, any special steps adopted in light of these issues and the adequacy of disclosures about changes in internal control over financial reporting.

      5.Review and discuss any material issues raised by or reports from the independent accounting firm, including those relating to:

      (a)Critical accounting policies and practices to be used in preparing the Company’s financial statements.

      (b)Alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accounting firm.

      (c)Unadjusted differences and management letters.

      6.Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

      7.Discuss with the independent accounting firm the matters required to be discussed by PCAOB Auditing Standard 1301, “Communications with Audit Committees.”

      8.Periodically evaluate the qualifications, performance and independence of the independent accounting firm and the senior members of the audit team, including a review of reports provided by the independent accounting firm relating to its internal quality-control procedures and independence and obtain from the independent accounting firm a formal written statement delineating all relationships between the independent accounting firm and the Company.

      9.Meet with the independent accounting firm prior to the audit to discuss the scope, planning and staffing of the audit.

      10.Confirm and evaluate the rotation of the audit partners on the independent accounting firm’s audit engagement team as required by law.

      11.Review the proposed internal audit annual audit plan and any significant changes to such plan with management; review and discuss the progress and any significant results of executing such plan; and receive reports on the status of significant findings, recommendations and responses.

      12.Obtain from the independent accounting firm assurance that Section 10A(b) of the Exchange Act has not been implicated.

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        5.
        Review and discuss any material issues raised by or reports from the independent accounting firm, including those relating to:

        (a)
        Critical accounting policies and practices to be used in preparing the Company's financial statements.

        (b)
        Alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accounting firm.

        (c)
        Unadjusted differences and management letters.

        6.
        Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.

        7.
        Discuss with the independent accounting firm the matters required to be discussed by PCAOB Auditing Standard 1301, "Communications with Audit Committees."

        8.
        Periodically evaluate the qualifications, performance and independence of the independent accounting firm and the senior members of the audit team, including a review of reports provided by the independent accounting firm relating to its internal quality-control procedures and independence.

        9.
        Obtain from the independent accounting firm a formal written statement delineating all relationships between the independent accounting firm and the Company. It is the responsibility of the Audit Committee to actively engage in a dialogue with the independent accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the accounting firm and for purposes of taking, or recommending that the full Board take, appropriate actions to oversee the independence of the outside accounting firm.

        10.
        Meet with the independent accounting firm prior to the audit to discuss the scope, planning and staffing of the audit.

        11.
        Review the proposed internal audit annual audit plan and any significant changes to such plan with management; review and discuss the progress and any significant results of executing such plan; and receive reports on the status of significant findings, recommendations and responses.

        12.
        Obtain from the independent accounting firm assurance that Section 10A(b) of the Exchange Act has not been implicated.

        13.
        Discuss with management, the Company's senior internal auditing executive and the independent accounting firm the Company's and its subsidiaries' compliance with applicable legal requirements and codes of conduct.

        14.
        Review all related party transactions in accordance with the Audit Committee's formal, written policy.

        15.
        Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

        16.
        Discuss with management and the independent accounting firm any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting policies.

      13.Discuss with management, the Company’s senior internal auditing executive and the independent accounting firm the Company’s and its subsidiaries’ compliance with applicable legal requirements and codes of conduct.

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        17.
        Discuss with the Company's General Counsel legal matters that may have a material impact on the financial statements or the Company's compliance policies.

        18.
        Furnish the Audit Committee report required by the rules of the SEC to be included in the Company's annual proxy statement.
      14.Review all related party transactions in accordance with the Committee’s formal, written policy.

      15.Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

      16.Discuss with management and the independent accounting firm any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

      17.Discuss with the Company’s Chief Legal Officer or General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.

      18.Furnish the Audit Committee report required by the rules of the SEC to be included in the Company’s annual proxy statement.

      19.Review and discuss with management the Company’s cybersecurity, data privacy and other data- and technology-related risks, controls and procedures, including the Company’s plans to mitigate cybersecurity risks and respond to data breaches.

      LIMITATION OF AUDIT COMMITTEE'STHE COMMITTEE’S ROLE

       

      While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company'sCompany’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations or to determine that the Company'sCompany’s internal controls over financial reporting are effective. These are the responsibilities of management and the independent accounting firm. Additionally, the Audit Committee as well as the Board recognizes that members of the Company'sCompany’s management who are responsible for financial management, as well as the independent accounting firm, have more time, knowledge, and detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurances with respect to the Company'sCompany’s financial statements or any professional certifications as to the independent accounting firm'sfirm’s work.


      APPENDIX B

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      APPENDIX B

      COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER
      IAC/INTERACTIVECORP
      OF MATCH

      Purpose
      GROUP, INC.

       

      PURPOSE

      The Compensation and Human Resources Committee (the "Committee"“Committee”) is appointed by the Board of Directors (the "Board"“Board”) of Match Group, Inc. (the “Company”) to discharge the Board'sBoard’s responsibilities relating to the compensation of IAC/InterActiveCorp's (the "Company")the Company’s Chief Executive Officer, (the "CEO") and the Company'sCompany’s other executive officers (collectively, including the CEO,Chief Executive Officer, the "Executive Officers"“Executive Officers”). and the Company’s non-employee directors. The Committee hasshall have the authority and overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers.

      Committee Membership
      Officers and non-employee directors and shall fulfill such other responsibilities set forth in this Charter.

       

      COMMITTEE MEMBERSHIP

      The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market.Nasdaq. In addition, all Committeethe Board may require that members shallmust also qualify as "outside" directors within the meaning of the Internal Revenue Code Section 162(m) and as "non-employee" directors within the meaning“non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. These membership requirements shall be subject to exemptions and cure periods permitted by the rules of NASDAQNasdaq and the Securities and Exchange Commission (the "SEC"“SEC”), as in effect from time to time.

       

      The Board shall appoint the members of the Committee shall be appointed, and vacancies filled or members removed, by the Board. At the discretion of the Board, one member of the Committee Chair. Committee members mayshall be replacedappointed as its Chair (the “Chairperson”) by the Board. A Committee member may resign from Committee membership by giving written notice to the Board at any time, with orand may do so without cause.

      Meetings
      resigning from the Board.

       

      MEETINGS

      The Committee shall meet as often as it determines necessary to carry out its responsibilities. When necessary,The Chairperson, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall meet in executive session outside of the presence of any senior executive officer of the Company.set meeting agendas consistent with this Charter. The Committee ChairmanChairperson shall preside at each meeting. Inmeeting or, in the eventabsence of the Chairperson, one of the other members of the Committee Chairman is not present at a meeting,shall be designated, by the Committee members present at thatthe meeting, shall designate one of its members as the acting chair of suchthe meeting.

      Committee Responsibilities and Authority

              In fulfilling its purpose and carrying out its responsibilities,No Executive Officer should attend that portion of any meeting where such Executive Officer’s performance or compensation is discussed, unless specifically invited by the Committee shall maintain flexibility in its policies and procedures in order to best address changing conditions and a variety of circumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing, to the extent it deems necessary or appropriate:

        1.
        Committee. The Committee shall review and approve base salaries and incentive opportunities of theChief Executive Officers. The CEO shallOfficer may not be present during any Committeevoting or deliberations or voting with respectrelated to his or her compensation.

        2.
        The Committee shall, periodically and as and when appropriate, review and approve the following as they affect the Executive Officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.

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        3.
        The Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the SEC with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.

        4.
        The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's proxy statement in compliance with the rules and regulations promulgated by the SEC.

        5.
        The Committee shall monitor the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.

        6.
        The Committee shall oversee the Company's compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the NASDAQ rules that, with limited exceptions, shareholders approve equity compensation plans.

        7.
        The Committee shall receive periodic reports on the Company's compensation programs as they affect all employees.

        8.
        The Committee shall make regular reports to the Board.

        9.

        COMMITTEE AUTHORITY AND RESPONSIBILITIES

        The Committee shall have the authority, in its sole discretion, to retain and terminate (oror obtain the advice of)of any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, but only after taking into consideration factors relevant to the adviser'sthose independence from managementfactors specified in NASDAQ Listing Rule 5605(d)(3) or other applicable regulations and listing standards.the Nasdaq rules. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser'sadviser’s fees and the other terms and conditions of the adviser'sadviser’s retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.

        10.

        The Committee may form and delegate authority to subcommittees and may delegate authority toconsisting of one or more designated members of the Committee as it deemswhen appropriate. The Committee may delegate to one or more executive officers of the Company the authority to make grants of awards of equity-based compensation to eligible individuals other than directorsSection 16 reporting persons under the Company’s incentive-compensation or executive officers toother equity-based plans as the extent allowed under applicable law.Committee deems appropriate and in accordance with the terms of such plans. Any executive officer to whom the Committee grants such authority shall regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.

        12.

        The Committee shall periodicallymake regular reports to the Board. The Committee shall review and reassessassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.


        In fulfilling its purpose and carrying out its responsibilities, the Committee shall undertake any activities the Committee deems necessary or appropriate. Subject to the foregoing, the Committee shall:

        1.Determine, or recommend to the Board for determination, the compensation of the Chief Executive Officer and other Executive Officers, including base salaries, cash-based and equity-based incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits and any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.

        2.Receive periodic reports on the Company’s compensation programs as they affect all employees.

        3.Review and approve the compensation and benefits of non-employee directors, including under any equity-based compensation plans.

        4.Approve grants of equity compensation in accordance with Board-approved equity compensation plans and the delegation of such grants to the extent permitted thereunder and hereunder.

        5.Produce the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement or Form 10-K, and review and discuss the Compensation Discussion and Analysis (the “CD&A”) with management and provide a recommendation to the Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K, as applicable.

        6.Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.

        7.Oversee the Company’s compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the Nasdaq rules that, with limited exceptions, stockholders approve equity compensation plans.

        APPENDIX C

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        APPENDIX C

        NOMINATING COMMITTEE CHARTER
        IAC/INTERACTIVECORP
        OF MATCH

        PURPOSE
        GROUP, INC.

         

        PURPOSE

        The Nominating Committee (the "Committee") of IAC/InterActiveCorp (the "Company"“Committee”) is appointed by the Company's Board of Directors (the "Board"“Board”) of Match Group, Inc. (the “Company”) to assist the Board by identifying, reviewingidentify and evaluatingevaluate individuals qualified to become Board members consistent with such criteria approvedas are deemed appropriate by the Committee or the Board, including the consideration of nominees submitted by stockholders, and to recommend to the Board the director nominees for the next annual meeting of shareholdersstockholders or special meeting of stockholders at which directors are to be elected and nominees to fill vacancies on the Board as necessary.

        COMMITTEE MEMBERSHIP

         

        The Committee shall consist of no fewer than two members, as determined from time to time by resolution of the Board. By no later than March 1, 2011, allmembers. The members of the Committee shall meet the independence requirements of the Marketplace Rules of NASDAQ Stock Market, Inc., and prior to such date, at least one member of the Committee shall meet such requirements. These membership requirements shall beNasdaq, subject to exemptions and cure periods permitted by the rules of NASDAQ and the U.S. Securities and Exchange Commission (the "SEC"),Nasdaq, as in effect from time to time.

         

        The members of the Committee shall be appointed, by the Board, and vacancies filled or members removed, by the Board. At the discretion of the Board, one member of the Committee shallmay be appointed as its Chairman or ChairwomanChair (the "Chairperson"“Chairperson”) by the Board. A Committee member may resign from Committee membership by giving written notice to the Board and may resign Committee membershipdo so without resigning from the Board.

        MEETINGS

         

        The Committee shall meet as often as it determines necessary to carry out its responsibilities. The Committee shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this Charter. If a Chairperson has been appointed, the Chairperson shall preside at each meeting, and,otherwise, or in the absence of the Chairperson, one of the other membersa member of the Committee shall be designated, by the members present at the meeting, as the acting chair of the meeting. All meetings of the Committee shall be held pursuant to the By-laws of the Company with regard to notice and waiver thereof, and written minutes of each meeting, in the form approved at the immediately following meeting, shall be duly filed in the Company records. The Committee shall report to the Board with respect to its meetings, including without limitation, any issues that arise with respect to the Company.

        COMMITTEE AUTHORITY AND RESPONSIBILITIES

         In fulfilling its purpose and carrying out its responsibilities, the Committee shall maintain flexibility in its policies and procedures in order to best address changing conditions and a variety of circumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing, the Committee shall, to the extent it deems necessary or appropriate:

          1.

          The Committee shall have the authority, in its sole authoritydiscretion, to retain and terminateor obtain the advice of any search firm, legal counsel or other adviser to assist it in the performance of its duties. The Committee shall be used to identify director candidatesdirectly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the search firm'sadviser’s fees and the other retention terms. The Committee shall also have authority to obtain adviceterms and assistance from internal or external legal, accounting or other advisors.conditions of the adviser’s retention. The Company shallmust provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any search firm or other advisors employedadviser retained by the Committee.


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          2.
          The Committee shall seek individuals qualified to become board members for recommendation to the Board, including evaluating persons suggested by shareowners or others.

          3.
          The Committee shall review from time to time and make recommendations to the Board with respect to the compensation and benefits of directors, including under any incentive compensation plans and equity-based compensation plans.

          4.
          The Committee shall receive comments from all directors regarding matters with the scope of authority of the Committee.

          5.

          The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate.

          6.
          The Committee shall make regular reportsreport to the Board.

          7.
          Board with respect to its meetings. The Committee shall review and reassessassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

          8.
          The

          In fulfilling its purpose and carrying out its responsibilities, the Committee shall performundertake any other activities consistent with the Charter, the Company's Bylaws and governing law that the Committee or the Board deems necessary or appropriate.

        Subject to the foregoing, the Committee shall:

        1.Identify and evaluate qualified individuals for membership on the Board.

        2.Recommend to the Board individuals for membership on the Board, including by evaluating nominees submitted by stockholders. In making its recommendations for Board membership, the Committee shall:

        (a)review candidates’ qualifications for membership on the Board based on such criteria as are deemed appropriate by the Committee or the Board;

        (b)in evaluating current directors for re-nomination to the Board, assess the contribution of such directors and the current needs of the Board; and

          (c)consider any other factors deemed appropriate by the Committee or the Board.

           

          3.Receive comments from all directors regarding matters within the scope of authority of the Committee.

          4.Perform any other activities consistent with this Charter, the Company’s By-laws and governing law that the Committee or the Board deems necessary or appropriate.

          VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2017 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E29371-P93092 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold AllAll For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) 06) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer Victor A. Kaufman 07) 08) 09) 10) 11) 12) Joseph Levin Bryan Lourd* David Rosenblatt Alan G. Spoon* Alexander von Furstenberg Richard F. Zannino* *To be voted upon by the holders of Common Stock voting as a separate class. For Against Abstain The Board of Directors recommends that you vote FOR proposal 2: ! ! ! 2. To approve a non-binding advisory resolution on executive compensation. The Board of Directors recommends that you vote 3 YEARS on the following proposal: 1 Year 2 Years 3 Years Abstain ! ! For ! Against ! Abstain 3. To conduct a non-binding advisory vote of the frequency of future advisory votes on executive compensation. The Board of Directors recommends that you vote FOR proposal 4: ! ! ! 4. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2017. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.2


           


          Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E29372-P93092 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 21, 2017 9:00 a.m. This proxy is solicitedAPPENDIX D

          MATCH GROUP, Inc.

          2021 GLOBAL EMPLOYEE STOCK PURCHASE PLAN

          (Adopted by the Board of Directors on April 27, 2021; Approved by Stockholders on               )

          1.             Purpose.    The undersigned stockholderpurpose of IAC/InterActiveCorp,the Plan is to provide Eligible Employees of the Company and its Designated Companies with an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. Except as otherwise provided in the Plan or determined by the Administrator, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

          2.             Definitions.

          (a)           “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

          (b)           “Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 13.

          (c)           “Affiliate” means any entity, other than a Subsidiary, whether now or subsequently established, controlled by, controlling or under common control with, the Company.

          (d)           “Applicable Exchange” means the NASDAQ or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

          (e)           “Applicable Laws” means the Code and any applicable U.S. and non-U.S. securities, federal, state, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

          (f)            “Board” means the Board of Directors of the Company.

          (g)           “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion or exchange of any convertible or exchangeable securities of the Company will not be treated as a Capitalization Adjustment.

          (h)��          “Change in Control” means the occurrence of any of the following events:

          (i)            The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of equity securities of the Company representing more than 50% of the voting power of the then outstanding equity securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition directly from the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii); or


          (ii)           Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

          (iii)          Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the purchase of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50% of the then outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) will beneficially own, directly or indirectly, more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination will have been members of the Incumbent Board at the time of the initial agreement, or action of the Board, providing for such Business Combination.

          (i)            “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the U.S. Treasury Regulations thereunder and other relevant interpretive guidance issued by the U.S. Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

          (j)            “Committee” means a committee of the Board appointed in accordance with Section 13 hereof.

          (k)            “Common Stock” means common stock, par value $0.001 per share, of the Company.

          (l)            “Company” means Match Group, Inc., a Delaware corporation, hereby acknowledges receiptor any successor thereto.

          (m)           “Compensation” means an Eligible Employee’s regular cash compensation, consisting of base salary or base wage rate, including the value of amounts elected to be deferred by such Eligible Employee under any 401(k) plan or other deferred compensation program or arrangement established by the Company, a Subsidiary or an Affiliate, but excluding all of the Noticefollowing: bonuses, commissions, overtime pay, if applicable, and all other cash remuneration paid directly to the Eligible Employee, including, without limitation, profit sharing contributions, the cost of Annual Meetingemployee benefits paid for by the Company, a Subsidiary or an Affiliate, education or tuition reimbursements, imputed income (whether or not arising under any Company, Subsidiary or Affiliate group insurance or benefit program), traveling expenses, business expense reimbursements, moving expense reimbursements, housing, living, vacation and position allowances, income received, reported or otherwise recognized in connection with stock options and other equity awards, contributions made by the Company, a Subsidiary or an Affiliate under any employee benefit or pension plan and other similar items of Stockholderscompensation. In advance of any Offering, the Administrator, in its discretion, may establish a different definition of Compensation. Further, the Administrator shall have the discretion to determine the application of this definition to Participants outside the United States.

          (n)           “Contributions” means the payroll deductions, other contributions permitted by the Administrator and Proxy Statement, each dated May 10, 2017made by Participants in case payroll deductions are not permissible or are problematic under Applicable Laws, and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf andother additional payments specifically provided for in the nameOffering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into their account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions or other contributions.

          (o)           “Designated 423 Company” means any Subsidiary selected by the Administrator to participate in the 423 Component.


          (p)           “Designated Company” means any Designated Non-423 Company or Designated 423 Company; provided, however, that at any given time a Subsidiary participating in the 423 Component shall not be a Subsidiary participating in the Non-423 Component. Notwithstanding the foregoing, if any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of the undersigned,Company or any Designated Company participating in the 423 Component, then such disregarded Affiliate or Subsidiary shall automatically be a Designated Company participating in the 423 Component. If any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Designated Company participating in the Non-423 Component, the Administrator may exclude such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate or Subsidiary is disregarded may participate in the Plan.

          (q)           “Designated Non-423 Company” means any Subsidiary or Affiliate selected by the Administrator to representparticipate in the undersigned atNon-423 Component.

          (r)            “Director” means a member of the Annual MeetingBoard.

          (s)           “Effective Date” means the date the Plan is adopted by the Board, subject to approval of Stockholdersthe Company’s stockholders.

          (t)            “Eligible Employee” means any individual who is a common law employee of IAC/InterActiveCorpthe Company or a Designated Company; provided, however, that the Administrator retains the discretion to determine which Eligible Employees may participate in an Offering (for the 423 Component, pursuant to and consistent with U.S. Treasury Regulation Section 1.423-2(e) and (f)). For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Company or a Designated Company approves or is legally protected under Applicable Laws with respect to the Participant’s participation in the Plan. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by contract or Applicable Laws, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave. Without limiting the foregoing, the Administrator, in its discretion, from time to time may, in advance of an Offering, determine that the definition of Eligible Employee will not include an individual if he or she: (i) is not employed by the Company or a Designated Company on the first day of the month preceding the month during which the Offering Date occurs (or by such other date as may be determined by the Administrator in its discretion), (ii)  customarily works twenty (20) hours or less per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works five (5) months or less per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act. Each exclusion will be applied with respect to an Offering under the 423 Component in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii) and Section 1.423-2(f). Such exclusions may be applied with respect to an Offering under the Non-423 Component if permitted under Applicable Laws and without regard to the limitations of U.S. Treasury Regulation Section 1.423-2. For purposes of clarity, the term “Eligible Employee” shall not include any individual performing services for the Company or a Designated Company under an independent contractor or consulting agreement, a purchase order, a supplier agreement, or any other agreement that the Company or a Designated Company entered into for services, regardless of any subsequent reclassification of that individual by any Governmental Body as an employee of the Company or a Designated Company.

          (u)            “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be heldoptions issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

          (v)            “Enrollment Date” means the end of the applicable enrollment period, as determined by the Administrator in advance of any Offering Period.

          (w)            “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

          (x)            “Exercise Date” means the last Trading Day of the Purchase Period on June 21, 2017, at 9:00 a.m. local time, live via the internet at www.virtualshareholdermeeting.com/IACI2017,which Purchase Rights will be exercised and at any related adjournments or postponements, and to vote allon which purchases of shares of Common Stock will be carried out in accordance with an Offering. Notwithstanding the foregoing, in the event that an Offering Period is terminated prior to its expiration pursuant to Section 17 hereof, the Administrator, in its sole discretion, may determine that any Purchase Period also terminating under such Offering Period will terminate without Purchase Rights being exercised on the Exercise Date that otherwise would have occurred on the last Trading Day of such Purchase Period.


          (y)            “Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:

          (i)            The Fair Market Value will be the closing sales price for Common Stock on the relevant date, as quoted on the Applicable Exchange on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the relevant date occurs on a non-Trading Day (i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately preceding Trading Day, unless otherwise determined by the Administrator; or

          (ii)           In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.

          The determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.

          (z)            “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) U.S. or non-U.S. federal, state, local, municipal or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the NASDAQ Stock Market and the Financial Industry Regulatory Authority).

          (aa)         “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

          (bb)         “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

          (cc)         “Offering” means an offer under the Plan of Purchase Rights that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Designated Companies will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering.

          (dd)         “Offering Date” means the first day of an Offering Period on which Purchase Rights are granted to Participants.

          (ee)         “Offering Period” means one or more periods to be selected by the Administrator in its sole discretion with respect to which Purchase Rights shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion and may consist of one or more Purchase Periods. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months.

          (ff)           “Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (gg)         “Participant” means an Eligible Employee who has elected to participate in the Plan and how holds an outstanding Purchase Right.

          (hh)         “Plan” means this Match Group, Inc. 2021 Global Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the Non-423 Component.

          (ii)           “Purchase Period” means one or more periods within an Offering Period, as determined by the Administrator in its sole discretion. The duration and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established.


          (jj)           “Purchase Price” means the purchase price of a share of Common Stock hereunder as provided in Section 7(a) hereof.

          (kk)         “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

          (ll)           “Section 409A” means Section 409A of the Code and the regulations and guidance thereunder, as may be amended or modified from time to time.

          (mm)       “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.

          (nn)         “Tax-Related Items” means any U.S. and non-U.S. federal, provincial, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with their participation in the Plan.

          (oo)         “Trading Day” means a day that the Applicable Exchange is open for trading.

          (pp)         “U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such Section or regulation.

          3.             Eligibility.

          (a)           Generally. Any Eligible Employee on a given Enrollment Date shall be eligible to participate in the Plan during such Offering Period, subject to the restrictions of Sections 3(b) and (c) hereof, and, for the 423 Component, the limitations imposed by Section 423(b) of the Code.

          (b)           Non-U.S. Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under Applicable Laws or if complying with Applicable Laws would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, Eligible Employees may be excluded from participation in the Plan or an Offering if the Administrator determines that participation of such Eligible Employees is not advisable or practicable.

          (c)           Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted a Purchase Right under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary, or (ii) to the extent that their rights to purchase stock under all Employee Stock Purchase Plans of the Company or any Parent or Subsidiary accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such Purchase Right is granted) for each calendar year in which such Purchase Right is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.

          4.             Grant of Purchase Rights; Offering.

          (a)           The Administrator may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Administrator. Each Offering will be in such form and will contain such terms and conditions as the Administrator will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Eligible Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan.


          (b)           If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will apply to all of their Purchase Rights under the Plan, and (ii) a Purchase Right with a lower Purchase Price (or an earlier-granted Purchase Right, if different Purchase Rights have identical Purchase Prices) will be exercised to the fullest possible extent before a Purchase Right with a higher Purchase Price (or a later-granted Purchase Right if different Purchase Rights have identical Purchase Prices) will be exercised.

          (c)           Unless otherwise determined by the Administrator in advance of an Offering, if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering Period is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering Period, then (i) that Offering Period will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering Period will be automatically enrolled in a new Offering Period beginning on that first Trading Day.

          5.             Participation.     During such period determined by the Administrator prior to an applicable Enrollment Date, an Eligible Employee may elect to participate in the Plan by submitting to the Company or a Company Designee a properly completed subscription agreement or by following an electronic or other enrollment procedure determined by the Administrator, in each case authorizing payroll deductions as the means of making Contributions (the “Enrollment Election”). If payroll deductions are not permissible or problematic under Applicable Laws or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant, if permitted by the Administrator and only on terms to be determined by the Administrator, may make Contributions through the payment by cash, check or wire transfer prior to an Exercise Date.

          6.             Contributions.

          (a)           At the time a Participant enrolls in the Plan pursuant to Section 5 hereof, he or she will elect to have Contributions made on each pay day during the Offering Period. The Enrollment Election will specify the amount of Contributions as a (whole) percentage of up to 20% of the Participant’s Compensation, or such other limit or amount determined by the Administrator in advance of an Offering. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where Applicable Laws require that Contributions be held separately or deposited with a third party. A Participant’s Enrollment Election will remain in effect for successive Offering Periods unless modified in accordance with this Section 6 or unless terminated as provided in Sections 9 or 10 hereof.

          (b)           Unless otherwise determined by the Administrator in advance of an Offering:

          (i)           During any Offering Period, a Participant may not increase the rate of their Contributions.

          (ii)         During any Offering Period, a Participant may decrease the rate of their Contributions to more than zero percent (0%) two (2) times. Additionally, during any Offering Period, a Participant may decrease the rate of their Contributions to zero percent (0%), even if the Participant has previously decreased the rate of their Contributions two (2) times during the same Offering Period. Any such decrease or suspension shall be effective with the first full payroll period following ten Trading Days after the Company’s receipt of the new Enrollment Election (or such shorter or longer period as may be specified by the Administrator for the applicable Offering). In the event a Participant suspends their Contributions, such Participant’s Contributions prior to the suspension shall remain in their account and shall be applied to the purchase of shares of Common Stock on the next occurring Exercise Date and shall not be paid to such Participant unless their participation in the Plan terminates pursuant to Sections 9 or 10 hereof.

          (iii)          During such period determined by the Administrator prior to an applicable Enrollment Date, a Participant may increase or decrease the rate of their Contributions to become effective as of the beginning of the respective Offering Period, subject to the limitations of the Plan and applicable Offering.

          (iv)          Any increase or decrease in a Participant’s rate of Contributions requires the Participant to submit a new Enrollment Election on or before a date determined by the Administrator. If a Participant has not followed the prescribed procedures to change the rate of Contributions, the rate of their Contributions will continue at the originally elected rate throughout the then current Offering Period and future Offering Periods (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof).


          (c)           Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof, a Participant’s Contributions may be decreased by the Administrator to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof, Contributions will recommence at the rate last elected by the Participant prior to such suspension effective as of the beginning of the first Purchase Period scheduled to end in the calendar year immediately following the calendar year in which such suspension occurred (unless the Participant’s participation in the Plan is terminated pursuant to Sections 9 or 10 hereof).

          7.             Exercise of Purchase Right.

          (a)           The Purchase Price shall equal 85% of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable Offering Date and (b) the applicable Exercise Date, rounded up to the nearest cent, or such other price designated by the Administrator.

          (b)           Unless a Participant withdraws from the Plan as provided in Section 9 or the Participant’s participation in the Plan terminates pursuant to Section 10, their Purchase Right for the purchase of shares of Common Stock will be exercised automatically on each Exercise Date, and the maximum number of full shares of Common Stock subject to the Purchase Right will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from their account; provided, however, that in no event shall a Participant be permitted to purchase on each Exercise Date more than 400 shares of Common Stock (subject to any adjustment pursuant to Section 16(a) hereof). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a Participant may purchase on any Exercise Date. Unless otherwise determined by the Administrator, no fractional shares of Common Stock will be purchased. Unless otherwise determined by the Administrator, any Contributions accumulated in a Participant’s account which are not sufficient to purchase a whole share will be retained in the Participant’s account for the succeeding Purchase Period. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws). During a Participant’s lifetime, a Participant’s Purchase Right hereunder is exercisable only by them.

          (c)           If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which Purchase Rights are to be exercised may exceed the number of shares of Common Stock that are available for sale under the Plan, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising Purchase Rights on such Exercise Date. The Company may make a pro rata allocation of the shares of Common Stock pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Exercise Date.

          8.             Delivery.     As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares of Common Stock purchased upon exercise of their Purchase Right in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares of Common Stock be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying or other dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any Purchase Right granted under the Plan until such shares of Common Stock have been purchased and delivered to the Participant as provided in this Section 8.

          9.             Withdrawal.

          (a)           A Participant may elect to withdraw from participation in the Plan by submitting to the Company or a Company Designee a written or electronic notice of withdrawal in the form determined by the Administrator for such purpose (the “Withdrawal Notice”). The Withdrawal Notice may be submitted up to ten (10) calendar days prior to an Exercise Date to take effect for the respective Purchase Period, or by such date as may be determined by the Administrator in advance of an Offering. If the Participant has properly withdrawn from the Plan, all of the Participant’s Contributions credited to their account will be paid to such Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws) after receipt of the Withdrawal Notice and such Participant’s Purchase Right for the respective Offering Period will be automatically terminated, and no further Contributions for the purchase of shares of Common Stock will be made for such Offering Period.


          (b)           A Participant’s withdrawal from an Offering Period will not have any effect on their eligibility to participate in future Offering Periods, provided the Participant enrolls in the Plan in accordance with the provisions of Section 5 hereof.

          10.           Termination and Transfer of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws), and such Participant’s Purchase Right will be automatically terminated. Unless otherwise determined by the Administrator in a manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between the Company and a Designated Company or between Designated Companies through a termination with an immediate rehire (with no break in service) will not be treated as terminated under the Plan. If a Participant transfers employment from the Company or any Designated 423 Company to any Designated Non-423 Company, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the 423 Component; however, any Contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-423 Component, and such Participant shall immediately join the then-current Offering under the Non-423 Component upon the same terms and conditions in effect for the Participant’s participation in the 423 Component, except for such modifications otherwise applicable for Participants in the then-current Offering under the Non-423 Component. A Participant who transfers employment from any Designated Non-423 Company to the Company or any Designated 423 Company shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-423 Component until the earlier of (i) the end of the current Offering Period under the Non-423 Component, or (ii) the Offering Date of the first Offering Period in which the undersigned would be entitledParticipant is eligible to vote if thenparticipate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between the Company, Designated 423 Companies and there personally present,Designated Non-423 Companies, consistent with the applicable requirements of Section 423 of the Code.

          11.           Interest.     No interest will accrue on the matters set forthContributions of a Participant in the Plan, except as may be required by Applicable Laws, as determined by the Company, and if so required by Applicable Laws, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).

          12.           Stock.

          (a)           Subject to adjustment upon a Capitalization Adjustment as provided in Section 16(a) hereof, 3,000,000 shares of Common Stock may be sold pursuant to the Plan. Such shares of Common Stock may be authorized but unissued shares, treasury shares or shares purchased in the open market. For avoidance of doubt, up to the maximum number of shares reserved under this Section 12 may be used to satisfy purchases of shares of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of shares under the Non-423 Component.

          (b)           If any Purchase Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased under such Purchase Right shall again become available for issuance under the Plan.

          13.           Administration.     The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt such rules, procedures, sub-plans, and appendices to the subscription agreement as are necessary or appropriate to permit the participation in the Plan by Eligible Employees who are non-U.S. nationals or employed outside the U.S., the terms of which rules, procedures, sub-plans and appendices may take precedence over other provisions of this Plan, with the exception of Section 12(a) hereof, but unless otherwise superseded by the terms of such rules, procedures, sub-plan or appendix, the provisions of this Plan will govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator, the Eligible Employees eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if the terms would not qualify under the 423 Component, in the Non-423 Component, in either case unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of a Purchase Right granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of Purchase Rights granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision, and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.


          14.           Transferability. Neither Contributions credited to a Participant’s account nor any Purchase Rights under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 9 hereof.

          15.           Use of Funds.     The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party; provided, however, that, if such segregation or deposit with an independent third party is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).

          16.           Adjustments; Dissolution or Liquidation; Change in Control.

          (a)           Adjustments.      In the event of a Capitalization Adjustment, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share, the class and the number of shares of Common Stock covered by each Purchase Right under the Plan that has not yet been exercised, and any limitations related to shares of Common Stock imposed under the Plan.

          (b)           Dissolution or Liquidation.     In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s Purchase Right has been changed to the New Exercise Date and that the Participant’s Purchase Right will be exercised automatically on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION)New Exercise Date (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof).

          (c)           Change in Control.     In the event of a Change in Control, each outstanding Purchase Right will be assumed or an equivalent Purchase Right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any Purchase Right, the Offering Period with respect to which such Purchase Right relates will be shortened by setting a New Exercise Date on which such Offering Period will end, unless provided otherwise by the Administrator. The New Exercise Date will occur before the date of the Company’s proposed Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s Purchase Right has been changed to the New Exercise Date and that the Participant’s Purchase Right will be exercised automatically on the New Exercise Date (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof).

          17.           Amendment or Termination.    The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continuedor may elect to permit Offering Periods to expire in accordance with their terms. If the Offering Periods are terminated prior to expiration, all Contributions then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest, except as otherwise required under Applicable Laws) as soon as administratively practicable.


          18.           Notices.     All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

          19.           Conditions Upon Issuance of Shares.     Shares of Common Stock will not be issued with respect to any Purchase Right unless the exercise of such Purchase Right and the issuance and delivery of such shares of Common Stock pursuant thereto will comply with Applicable Laws, including, without limitation, the U.S. Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Applicable Exchange, and will be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of a Purchase Right, the Company may require the Participant exercising such Purchase Right to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by Applicable Laws.

          20.           Section 409A.    The 423 Component is intended to be exempt from the application of Section 409A, and, to the extent not exempt, is intended to comply with Section 409A and any ambiguities herein will be signed on reverse side V.1.2interpreted to so be exempt from, or comply with, Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding Purchase Right granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding Purchase Right or future Purchase Right that may be granted under the Plan from or to allow any such Purchase Rights to comply with Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Section 409A. Notwithstanding the foregoing, the Company and any of its Parent or Subsidiaries shall have no obligation to reimburse, indemnify, or hold harmless a Participant or any other party if the Purchase Right under the Plan that is intended to be exempt from or compliant with Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the Purchase Right under the Plan is compliant with Section 409A.

          21.           Tax Qualification; Tax Withholding.

          (a)           Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan.  The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

          (b)           Each Participant will make arrangements, satisfactory to the Company and any applicable Subsidiary or Affiliate, to enable the Company, the Subsidiary or the Affiliate to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion and subject to Applicable Laws, such withholding obligation may be satsified in whole or in part by (i) withholding from the Participant’s salary or any other cash payment due to the Participant from the Company, a Subsidiary or an Affiliate; (ii) withholding from the proceeds of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company; or (iii) any other method deemed acceptable by the Administrator. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.

          22.           Stockholder Approval.     The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the Effective Date. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

          23.           Governing Law.     The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

          24.           No Right to Employment.     Participation in the Plan by a Participant will not be construed as giving a Participant the right to be retained as an employee of the Company or any Subsidiary or Affiliate. Furthermore, the Company or a Subsidiary or Affiliate, as applicable, may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.


          25.           Severability.     If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

          26.           Compliance with Applicable Laws.     The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.


          21-13045-1_match group incpage55662 pcpage002_page001.jpgVOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com MATCH GROUP, INC. 8750 NORTH CENTRAL EXPRESSWAY SUITE 1400 DALLAS, TX 75231 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MTCH2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D53179-P55883 KEEP THIS PORTION FOR YOUR RECORDS MATCH GROUP, INC. The Board of Directors recommends you vote FOR the following proposals: 1.Election of Directors Nominees:For Against Abstain To approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan. Ratification of the appointment of Ernst & Young LLP as Match Group, Inc.'s independent registered public accounting firm for 2021. !!! !!! Note: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date DETACH AND RETURN THIS PORTION ONLY

           

           

          21-13045-1_match group incpage55662 pcpage002_page002.jpgMatch Group, Inc. XXXX XXXX XXXX XXXX Meeting Information Meeting Type:Annual Meeting For holders as of:April 16, 2021 Date: June 15, 2021Time: 4:00 p.m. Eastern Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/MTCH2021. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MTCH2021 and be sure to have the information that is printed in the box marked by the arrow (located on the reverse side). Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D53180-P55883 Match Group, Inc. Annual Meeting of Stockholders June 15, 2021, 4:00 p.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder of Match Group, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement and hereby appoints each of Philip D. Eigenmann, Jared F. Sine and Francisco J. Villamar, proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Match Group, Inc. to be held on June 15, 2021 at 4:00 p.m. Eastern Time, at www.virtualshareholdermeeting.com/MTCH2021, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side

          VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2017 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E29373-P93092 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold AllAll For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer 06) 07) 08) 09) Victor A. Kaufman Joseph Levin David Rosenblatt Alexander von Furstenberg For Against Abstain The Board of Directors recommends that you vote FOR proposal 2: ! ! ! 2. To approve a non-binding advisory resolution on executive compensation. The Board of Directors recommends that you vote 3 YEARS on the following proposal: 1 Year 2 Years 3 Years Abstain ! ! For ! Against ! Abstain 3. To conduct a non-binding advisory vote of the frequency of future advisory votes on executive compensation. The Board of Directors recommends that you vote FOR proposal 4: ! ! ! 4. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2017. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.2

           


          Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E29374-P93092 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 21, 2017 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of IAC/InterActiveCorp, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 10, 2017 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of IAC/InterActiveCorp to be held on June 21, 2017, at 9:00 a.m. local time, live via the internet at www.virtualshareholdermeeting.com/IACI2017, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side V.1.2